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2.4 Miscellaneous <br />2.4.1 Entire Agreement, Amendment, Assignment. This Agreement constitutes <br />the entire agreement between the parties hereto and may be amended only by a written <br />document signed by the parties. This Agreement shall be binding upon the successors <br />and assigns of the parties. The assignment of all or part of this Agreement by the <br />Developer is not valid without the written consent of the city manager of the City. <br />2.4.2 Subject to Ordinances and Laws. This Agreement and the obligations of <br />the parties hereunder are subject to all valid and applicable ordinances, fees (including <br />City impact fees and/or pro rata fees), rules, regulations, and laws of all governmental <br />agencies having lawful jurisdiction over them. <br />2.4.3 Applicable Law and Venue. This Agreement shall be governed and <br />construed under and in accordance with the laws of the State of Texas. Jurisdiction and <br />venue for any matter arising out of this Agreement shall be in Hays County, Texas. <br />Jurisdiction and venue in federal court for matters arising out of this Agreement shall be <br />in the United States District Court for the Western District of Texas, Austin Division. <br />EXECUTED to be effective as of the Effective Date first written above. <br />CITY OF SAN MARCOS: <br />By: <br />Lame R. Nuse, P.E., City Manager <br />C &G DEVELOPMENT, LTD. <br />By: The Caffey - Gribbon Company, L.L.C. <br />i eneral artner, , <br />By: C.�.._ <br />Daniel M. Gribbon, Member <br />By: <br />Y <br />Edward Caffey, Nfember <br />