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J . . any suits, actions, legal proceedings, claims, demands, damages, costs, expenses and attorney's fees arising out of a willful or negligent act or omission of the City, its officers, agents, servants and employees. (V) MISCELLANEOUS PROVISIONS eA) This Agreement shall be governed by the laws of the State of Texas. Should any disagreement occur concerning the Agreement, the parties agree that the venue for settling such disputes, including claims and suits, shall be Harris County, Texas. (B) All written notices shall be served by registered or certified mail to the parties, return receipt requested, as follows: city Contractor City Manager City of La Porte P.O. Box 1115 La Porte, Texas 77571 Sales Manager Sanifill of Texas, Inc. 13430 NW Freeway, Suite 400 Houston, Texas 77040 (C) Other than by operation of law, no assignment of the Agreement or any other right accruing under this Agreement shall be made, in whole or on part, without the express written consent of the City. The City agrees to not unreasonably withhold consent of assignment. In the event of assignment, the assignee agrees to assume all terms and conditions of the Agreement. (D) The relationship between the parties shall be that of an Independent Contractor. Nothing herein contained shall be construed to mean that the Contractor is an employee, agent, servant or department of the city. eE) The Agreement shall not bestow any rights upon any third party, but rather, shall bind the City and the Contractor only. eF) This Agreement contains all the agreements of the parties relating to the sUbject matter hereof, supersedes all prior agreements, whether written or verbal, and is the full and final expression of the agreement between the parties. eG) In the event that any portion of the Agreement is found invalid or unenforceable, the invalid or unenforceable portion shall not affect the validity or enforceability of any other portion of the Agreement. PAGE 5 OF 6