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settlement agreement that materially affects the other party's material rights or material <br />interests without such party's prior written consent, which consent will not be <br />unreasonably withheld or delayed. <br />D. Limited Liability. <br />Notwithstanding anything to the contrary in this Agreement, neither party shall be liable <br />to the other, by reason of any representation or express or implied warranty, condition or <br />other term or any duty at common or civil law, for any indirect, incidental, special, lost <br />profits or consequential damages, however caused and on any theory of liability arising <br />out of or relating to this Agreement. <br />11.0 CHOICE OF LAWS AND VENUE <br />In providing the Services pursuant to this Agreement, the parties must observe and comply with <br />all applicable federal, state, and local statutes, ordinances, rules, and regulations. This Agreement <br />shall be governed by the laws of the State of Texas, and venue for any dispute shall be in Dallas <br />County, Texas. All statutes and laws applicable to this Agreement shall apply as amended from <br />time to time. <br />12.0 AMENDMENTS AND CHANGES IN THE LAW <br />This Agreement may not be amended, modified, or supplemented unless such amendment, <br />supplement, or modification is agreed to in writing and signed by each of Texserve and the City. <br />Any alteration, addition, or deletion to the terms of this Agreement that is required by any <br />change in federal, state, or local law shall automatically be deemed incorporated herein without <br />written amendment to this Agreement, and any such alteration, addition, or deletion to this <br />Agreement shall be effective on the date such law is effective. <br />13.0 SEVERABILITY <br />In the event that any part of this Agreement is held by a court of competent jurisdiction to be <br />illegal or unenforceable, the illegal or unenforceable portion shall be deemed modified to the <br />extent necessary to make it enforceable under applicable law, and the remainder of the <br />provisions in the Agreement shall remain in full force and effect in accordance with their <br />respective terms. <br />14.0 ENTIRE AGREEMENT <br />This Agreement represents the entire agreement between Texserve and the City with respect to <br />the subject matter hereof, and supersedes any prior or contemporaneous agreements, whether <br />written or oral, with respect to such subject matter. <br />13 <br />