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there shall be no encroachments by Bertuglia into the Encroachment Area. The obligations of this paragraph shall survive
<br />the termination of this Agreement.
<br />9. Miscellaneous.
<br />(a) Assignment. Bertuglia shall have authority to assign, sell, pledge, transfer, encumber, or otherwise convey in any
<br />manner or form whatsoever (including by operation of law, by merger, or otherwise) all or part of its rights and obligations
<br />hereunder without the prior written approval of the City.
<br />(b) Independent Contractor. Nothing in this Agreement creates nor shall be construed to create an employer -employee
<br />relationship, a joint venture relationship, or a joint enterprise, and Bertuglia shall have exclusive control of and the
<br />exclusive right to control the details of the Property, and all persons performing same, and shall be solely responsible for
<br />the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees, guests, and
<br />invitees.
<br />(c) Notices. Any notice, correspondence, or statement required to be given or delivered hereunder, or otherwise given or
<br />delivered in connection with this Agreement, shall be in writing and shall be deemed to have been properly given for all
<br />purposes (i) if sent by a nationally recognized overnight carrier for next business day delivery, on the first business day
<br />following deposit of such notice with such carrier unless such carrier confirms such notice was not delivered, then on the
<br />day such carrier actually delivers such notice, or (ii) if personally delivered, on the actual date of delivery, or (iii) if sent by
<br />certified U.S. Mail, return receipt requested postage prepaid, on the third business day following the date of mailing.
<br />Addresses for any such notice, statement and/or report hereunder are as follows:
<br />To the City:
<br />City of La Porte, Texas, 604 W. Fairmont Pkwy., La Porte, Texas 77571, Attn: City Manager
<br />To Joe and Evangelia Bertuglia:
<br />The addresses and addressees for the purpose of this paragraph may be changed by giving notice of such change in the
<br />manner herein provided for giving notice.
<br />(d) Governing Law; Venue. This Agreement and performance hereunder shall be governed by and construed in accordance
<br />with the laws of the State of Texas, without regard to choice of laws rules of any jurisdiction. Any and all suits, actions or
<br />legal proceedings relating to this Agreement shall be maintained in the state or federal courts of Harris County, Texas,
<br />which courts shall have exclusive jurisdiction for such purpose. Each of the parties submits to the exclusive jurisdiction of
<br />such courts for purposes of any such suit, action, or legal proceeding hereunder, and waives any objection or claim that
<br />any such suit, action, or legal proceeding has been brought in an inconvenient forum or that the venue of that suit, action,
<br />or legal proceeding is improper.
<br />(e) Severability. The terms, conditions, and provisions of this Agreement are severable, and if any provision of this
<br />Agreement shall be held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the validity, legality
<br />and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
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