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this Agreement and the remaining parts shall remain in full force as fully as though the invalid, illegal or <br /> unenforceable portion had never been part of this Agreement. <br /> 10. Governing Law. This Agreement shall be governed by and construed in accordance with <br /> the laws of the State of Illinois,without regard to the conflicts of law rules thereof. The Parties agree that <br /> all actions or proceedings arising directly, indirectly or otherwise in connection with this Agreement and <br /> the transactions contemplated hereby shall be litigated only in courts having a situs in Macon County, <br /> Illinois,and hereby consent and submit to the jurisdiction of state Circuit Court located within said county <br /> and state. <br /> 11. No Third Parties Benefits.No person other than Donor and Donee, and their permitted <br /> successors and assigns,shall have any right of action under this Agreement. <br /> 12. Relationship of Parties. For the purposes of this Agreement,no Party shall be deemed to <br /> be an independent contractor, agent, or employee of the other Party. No Party shall have authority to <br /> make any statements,representations or commitments of any kind,or to take any action that is binding on <br /> the other Party. <br /> 13. Waivers. No waiver by either Party of any provision shall be deemed a waiver of any <br /> other provision or of any subsequent breach by either Party of the same or any other provision. <br /> 14. CgRtions. The captions and Section numbers of this Agreement are for convenience of <br /> reference only and are in no way intended to describe, interpret, define, or limit the scope, extent, or <br /> intent of this Agreement or any provision hereof. <br /> 15. No Presumption. All the Parties hereto and their attorneys have had full opportunity to <br /> review and participate in the drafting of the final form of this Agreement and all documents attached as <br /> exhibits.Accordingly,such documents shall be construed without regard to any presumption or other rule <br /> of construction whereby any ambiguities within this Agreement would be construed or interpreted against <br /> the Party causing the document to be drafted. <br /> 16. Notices.Any notices or other communication required or permitted under this Agreement <br /> shall be in writing, and shall be (a)personally delivered, or (b)sent by certified or registered United <br /> States mail,postage prepaid, return receipt requested,or(c)by overnight delivery by a reputable courier <br /> to the address of the Party set forth in this Section or(d) sent to the email address of the Party set forth in <br /> this Section. Such notice or communication shall be deemed given(i)if sent by personal delivery or by <br /> overnight courier, when delivered in person, (ii)if sent by email, when evidence of successful <br /> transmission by email has been received by sender or, (iii)in the case of mailed notice, forty-eight(48) <br /> hours following deposit in the United States mail.Notice of change of address shall be given by written <br /> notice in the manner detailed in this Section. <br /> If to Donor: Tate&Lyle PLC If to Donee: City of�))ecatur <br /> Attn:Monica Clark,Esq. Attn: l:t C( , <br /> 5450 Prairie Stone Parkway I Qa P n <br /> Hoffman Estates,IL 60192-3403 Decatur, A ,5 .3 <br /> Telephone Number:(224)563-7668 Telephone Number: 217 <br /> Email:monica.clark@tateandlyle.com Email: K ou Li-h 4 F o Q 9 <br /> Copy to: Brown,Hay&Stephens,LLP <br /> Attn: Regan M.Lewis <br /> 225 N.Water Street,Suite 402 <br /> -5- <br />