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of said Agreement shall not be affected thereby, and to this end the terms and provisions <br />of said Agreement are declared to be severable. <br />10.10 Nothing contained in this Agreement shall be deemed or construed to create <br />the relationship of principal and agent, partnership, joint venture, landlord and tenant, or <br />any relationship or association whatsoever between CITY and PGEN, other than as <br />expressly set forth herein. <br />10.11 This Agreement sets forth the entire understanding between the parties, and <br />any other understandings or agreements shall be cancelled and superseded by this <br />Agreement upon the date of execution hereof. None of the terms of this Agreement shall <br />be waived, discharged, altered or modified in any respect, except by an Agreement in <br />writing signed by both parties and specifically referring to this Agreement. The captions in <br />this Agreement are included for convenience only and shall not be taken into consideration <br />in any construction or interpretation of this Agreement or any of its provisions. This <br />Agreement shall be governed by, and construed and enforced in accordance with, the <br />laws of the State of Texas (without regard to its conflicts or choice of laws principles that <br />could or would cause the application of any other laws). Venue for any state court actions <br />arising hereunder shall lie exclusively in the courts of Lamar County, Texas, and for any <br />federal court action shall lie exclusively in the courts of the Eastern District of Texas. The <br />provisions of this Agreement shall apply to, bind and inure to the benefit of CITY and <br />PGEN, and their respective successors, legal representatives and permitted assigns, if <br />any, and not to any third party. <br />REMAINDER OF PAGE INTENTIONALLY LEFT BLANK <br />SIGNATURE PAGE FOLLOWS <br />12 <br />