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VI. <br />ENTIRE AGREEMENT <br />This Agreement represents the entire and integrated agreement between ALLEN and PARIS <br />and supersedes all prior negotiations, representations and/or agreements, either written or oral. <br />This Agreement may be amended only by written instrument signed by both parties. <br />VII. <br />VENUE <br />This Agreement and any of its terms or provisions, as well as the rights and duties of the <br />parties hereto, shall be governed by the laws of the State of Texas, and this Agreement is <br />performable in Collin County, Texas. Exclusive venue shall be in Collin County, Texas. <br />VIII. <br />SEVERABILITY <br />The provisions of this agreement are severable. In the event that any paragraph, section, <br />subdivision, sentence, clause, or phrase of this agreement shall be found to be contrary to the law, <br />or contrary to any rule or regulation having the force and effect of the law, such decisions shall not <br />affect the remaining portions of this agreement. However, upon the occurrence of such event, <br />either party may terminate this Agreement by giving the other party thirty (30) days written notice <br />of its intent to terminate. <br />IX. <br />AUTHORITY TO SIGN / CITY COUNCIL AUTHORIZATION <br />The undersigned officer and/or agents of the parties hereto are duly authorized officials <br />and possess the requisite authority to execute this Agreement on behalf of the parties hereto. <br />PARIS has executed this Agreement pursuant to the duly authorized resolution of the PARIS City <br />Council on September 21, 2009. ALLEIV has executed this Agreement pursuant to the duly <br />authorized ALLEN City Council Resolution No. 2009- dated <br />X. <br />ASSIGNMENT AND SUBLETTING <br />The parties agree that the rights and duties contained in this Agreement will not be <br />assigned or sublet without the prior written consent of both parties. <br />Cooperative Purchasing Agreement - Page 3 <br />O.-w - - - 41 <br />