1991-124-RES WHEREAS, the City Council of the City of Paris, is desirous of providing health care for the City of Paris

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SECTION NINE GENERAL PROVISIONS 9.01 ASSIGNMENT. No part of this Agreement, or any rights, duties, or obligations described herein, shall be assigned or delegated without the prior express written consent of both parties. Contractor's acquisition and use of facilities, services, supplies, equipment and the use of temporary personnel on site shall not constitute an assignment under this Agreement; provided however, that the supervision of all services provided under this Agreement will be performed by Contractor's regular employees. 9.02 GOVERNING LAW. This contract shall be governed by, and shall be construed in accordance with, the laws of the State of Texas. 9.03 MODIFICATION. This Agreement shall not be amended or modified in any manner except by an instrument in writing executed by the parties. 9.04 CAPTIONS. Captions appearing in this Agreement and its exhibits are provided for convenience only and in no way define, limit, construe or describe the scope of sections or paragraphs to which they are inserted. 9.05 GENDER AND MODE. The use herein of a personal pronoun in the masculine or feminine gender or in the singular or plural mode, shall be deemed to include the opposite gender or mode unless the context clearly indicates the contrary. 9.06 EXHIBIT. "Exhibit" means the attached document(s) setting out certain particulars of this Agreement, or any replacement document(s) mutually agreed to by the parties hereto. 9.07 LEGAL CONSTRUCfrON. Should any provision(s) contained in this Agreement be held to be invalid, illegal, or otherwise unenforceable, the remaining provisions of the Agreement shall be construed in their entirety as if separate and apart from the invalid, illegal or unenforceable provision(s), subject to renegotiation by the parties if a material change in the terms of the Agreement were to result. 9.08 ENFORCEMENT. Any delay or inconsistency in the enforcement of any part of this Agreement shall not constitute a waiver of any rights with respect to the enforcement of this Agreement at any future date nor shall it limit any remedies which may be sought in any action to enforce any provision of this Agreement. 9.09 FORCE MAJEURE. Neither party shall be liable for any failure to perform its obligations under this Agreement if prevented from doing so by a cause or causes beyond its commercially reasonable control including, but not limited to, acts of God or nature, fires, floods, storms, earthquakes, riots, strikes, and wars or restraints of government. 9.10 ENTIRETY. This Agreement and any exhibits or amendments and advertisement for bids shall constitute the entire Agreement between the parties and shall supersede any and all prior Agreements or understandings, either oral or in writing, between the parties respecting the subject matter herein. 7