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Any change of address for the purposes of Notice shall not be effective until ten (10) days <br />following receipt of the change of address. <br />10. Other Provisions. The parties hereto further agree as follows: <br />(a) Compliance with Texas Department of Agriculture Disaster Relief Fund Contract No. <br />7214077. RMCC shall strictly comply with all State and Federal laws, regulations and <br />rules set out in TDA Contract No. 7214077 and as may otherwise be applicable to the <br />Project. A copy of the TDA Contract No. 7214077 is attached hereto as Exhibit "C ". <br />(b) Standard of Care. RMCC shall perform all services required by this Agreement and this <br />Project in a manner consistent with that level of care and skill ordinarily exercised by <br />members of the Professional Management and Administrative Services Community <br />overseeing and managing State and Federal Grant Programs similar to the Disaster <br />Relief Fund Program TDA Contract # 7214077. <br />(c) Retention of Records and Audit. RMCC shall be responsible for keeping and maintaining <br />all records, reports and other documents or filings required by TDA Disaster Relief Fund <br />Contract No. 7214077 for the time required by the TDA Contract No. 7214077 contract <br />and as required by all other applicable Federal, State and local laws. RMCC shall make <br />all files, records and documents related to this Agreement or the Project available for <br />audit or inspection at any time on Forty -Eight (48) hour's notice by City, State or <br />Federal authorities or their designated representatives or agents. <br />(d) Texas Law to Al2ply: Successors: Construction. This Agreement shall be construed under <br />and in accordance with the laws of the State of Texas. It shall be binding upon, and <br />inure to the benefit of, the parties hereto and their representatives, successors and <br />assigns. Should any provisions in the Agreement later be held invalid, illegal or <br />unenforceable, they shall be deemed void, and the remainder of this Agreement shall be <br />construed as if such provision had never been contained herein. <br />(e) Non - Assignment. The parties hereto further agree that during the term of this <br />agreement, the services to be provided hereunder shall remain the sole responsibility of <br />RMCC and that RMCC shall not during the term of this agreement assign, subcontract, or <br />in any other way authorize or retain other parties to provide such services without the <br />express written consent of the City Manager of the City of Paris, Texas. <br />(f) No Waiver. No waiver of either party's rights under this Agreement shall be deemed to <br />have been made unless expressed in writing and signed by an authorized representative <br />of that Party. <br />(g) Sole parties to Agreement. This Agreement shall not create any rights or benefits to <br />anyone except the CITY and RMCC, and contains the entire agreement between the <br />parties. Oral modifications to this agreement shall have no force or effect. <br />(h) Governing Law and Venue. The parties agree that the laws of the State of Texas shall <br />govern this Agreement, and that all aspects of this Agreement are performable in Lamar <br />County, Texas. Exclusive venue for any claim or lawsuit arising out of or related to this <br />Agreement shall lie in Lamar County, Texas. <br />RMCC Professional Services Agreement <br />Page 3 of 4 <br />