Res 2015-097/approving the terms and conditions of an contract with Que Tel corporation for an expansion of the Police Department’s current contract with the company

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and supersedes all prior negotiations, representations or agreements either written or oral. In the event of a dispute between the parties regarding the intent of this Agreement, both parties agree that this Agreement will be construed in a manner consistent with the City's Request for Proposals, the Contractor's Proposal Response, and the public record of the City Council's approval of this Agreement as applicable. This Agreement may be amended only by written instrument, which must be signed by both the City and the Contractor. The San Marcos City Council must approve any such authorization of change in services or amendment if it results in a change, the compensation for which exceeds $50,000.00. 22.9 Any exhibits and /or attachments attached to this Agreement are incorporated by reference into this Agreement as though included verbatim herein. In the event of any conflict between these Terms and Conditions and the provisions of any exhibit or attachment to this Agreement, these Terms and Conditions will govern and control. By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. 24. JURISDICTIONS AND VENUE This Agreement is governed by the law of the State of Texas. This Agreement is to be performed in Hays County and exclusive venue for any dispute arising under this Agreement is in Hays County, Texas. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of Hays, State of Texas, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 25. SUCCESSORS AND ASSIGNS The City and the Contractor, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. The City and the Contractor may not assign, sublet or transfer any of their rights or delegate or subcontract any of their duties under or interest in this Agreement in whole or in part, without the written consent of the other. Any work or services subcontracted under this Agreement will be specified by separate written agreement and will be subject to each provision of this Agreement. The Contractor will notify the City, in writing, of any change in its partnership /ownership within 30 calendar days of such change. li0i