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4.2 It is expressly understood and agreed that, in the execution of this Agreement, no Party <br />waives, nor will be deemed hereby to have waived, any immunity or defense that would <br />otherwise be available to it against claims arising in the exercise of governmental powers <br />and functions. By entering into this Agreement, the parties do not create any obligations, <br />express or implied, other than those set forth herein, and this Agreement will not create <br />any rights in third Parties not signatories hereto. <br />ARTICLE V MISCELLANEOUS <br />5.1 Applicable Law. This Agreement is governed by the laws of the State of Texas. <br />5.2 Place of Performance. Performance and exclusive venue for any dispute arising under <br />this Agreement is in Hays County, Texas. <br />5.3 Entire Agreement. This Agreement, including any appendices and attachments, recitals <br />and exhibits represents the entire and integrated Agreement between the Parties and <br />supersedes all prior proposals, negotiations, representations, agreements, arrangements or <br />understandings either written or oral between the Parties. No verbal agreement or <br />conversation with any officer, agent, or employee of any party before or after the <br />execution of this Agreement will affect or modify any of the terms or obligations <br />hereunder. The terms and conditions of this Agreement may only be amended or <br />modified by written amendment executed by all of the parties. <br />5.4 Waiver. Failure of any Party, at any time, to enforce a provision of this Agreement, will <br />in no way constitute a waiver of that provision, nor in anyway affect the validity of this <br />Agreement, any part hereof, or the right of any Party thereafter to enforce each and every <br />provision hereof. No term of this Agreement will be deemed waived or breach excused <br />unless the waiver is in writing and is signed by the Party claimed to have waived. <br />Furthermore, any consent to or waiver of a breach will not constitute consent to or waiver <br />of or excuse of any other different or subsequent breach. <br />5.5 Legal Construction. In the event any one or more of the provisions contained in this <br />Agreement are for any reason deemed invalid, illegal, or unenforceable by a court or <br />other tribunal of competent jurisdiction, in any respect, this Agreement will be construed <br />as not containing the provision and all other provisions of this Agreement which are <br />otherwise lawful will remain in full force and effect, and to this end the provisions of this <br />Agreement are declared severable. The Parties will use their best efforts to replace the <br />respective provision or provisions of this Agreement with legal terms and conditions <br />approximating the original intent of the Parties as necessary. <br />5.6 Compliance with Applicable Laws. Each Party agrees to comply with all applicable local, <br />state and federal laws, ordinances rules and regulations. <br />5.7 Interlocal Cooperation. The Parties agree to cooperate with each other in good faith at all <br />times during the term of this Agreement in order to achieve the purposes and intent of <br />this Agreement. Each Party to this Agreement acknowledges and represents that this <br />Agreement has been executed by its duly authorized representative. <br />9 <br />