Res 2016-072/Police Video Upgrade Project

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0 -rAk!BE=-FR P R® T E c V L I F E 15.12 Severability. This Agreement is contractual and not a mere recital. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect and to this end the provisions of the Agreement are declared to be severable. Paragraph and Section headings included in the Agreement are for convenience only and are not intended to define or limit the scope of any provisions of the Agreement. 15.13 Designation of TASER'S Contact Person. TASER agrees to designate in writing a single contact person assigned to coordinate TASER'S performance of obligations under the Agreement. Any changes to this designation must be made by TASER in writing to the City. 15.14 Statute of Limitations. As to all acts or failures to act by either party to this Agreement, any applicable statute of limitations will commence to run and any alleged cause of action will be deemed to have accrued when the party commencing the cause of action knew or should have known of the existence of the subject act or failure to act. 15.15 Governing Law; Venue. This Agreement is to be performed in Hays County and exclusive venue for any dispute arising under this Agreement is in Hays County, Texas. In the event of a dispute in federal court, venue will be in the United States District Court for the Western District of Texas, Austin Division. The laws of the state where the Agency is physically located, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between the Parties. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 15.16 Notices. All communications and notices to be made or given pursuant to this Agreement must be in the English language. Notices provided by posting on the Agency's Evidence.com site will be effective upon posting and notices provided by email will be effective when the email was sent. Notices provided by personal delivery will be effective immediately. Contact information for notices: TASER:TASER International, Inc. AGENCY: City of San Marcos ATTN: Contracts City Manager 17800 N. 85th Street 630 E. Hopkins Scottsdale, Arizona 85255 San Marcos, Texas 78666 otir ser.c ,rrti wu6.�.0 a u u , omarco . 15.17 Entire Agreement. This Agreement, including any Appendices and referenced attachments or exhibits attached hereto, the Policies, the Request for Proposals issued by the Agency and the quote provided by TASER, represent the entire agreement between the Parties. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the Parties, whether written or verbal, regarding the subject matter of this Agreement. No modification or amendment of any portion of this Agreement will be effective unless in writing and signed by the Parties to this Agreement. If TASER provides a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict. In the event of a dispute between the parties regarding the intent of this Agreement, both parties agree that the Agreement will be construed in a manner consistent with the City's Request for Proposals, TASER'S Proposal Response, and the public record of the City Council's approvai of the Agreement as applicable. The Agreement may be amended only by written instrument which must be signed by both the City and TASER. The San Marcos City Council must approve any such Authorization of Change in Services or amendment, as applicable, if it results in a Title: Evidence.com Master Service Agreement with Exhibits Page 11 of 27 Department: Legal Version: 11.0 Release Date: 7/31/2015