Res 2017-125/approving an Interlocal Contract between the City of San Marcos and the State of Texas, acting by and through the Texas Department of Information Resources (“DIR”), to purchase a Meter Data Management System, to provide detailed analysis of

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and assigns of both parties. 25. Severability. The provisions of this Agreement shall be severable and, if any provision of this Agreement shall be held or declared to be illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability shall not affect any other provision hereof, and the remainder of this Agreement, disregarding such invalid portion, shall continue in full force and effect as though such void provision had not been contained herein. 26. Headings. The headings of several sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. 27. Waiver. No provision of this Agreement shall be deemed waived, unless such waiver shall be in writing and signed by the party against which the waiver is sought to be enforced. The waiver by either of the parties hereto of any breach of any provision hereof by the other party shall not be construed to be either a waiver of any succeeding breach of any such provision of a waiver of the provision itself. 28. Ambiguities. If any term of this Agreement is ambiguous, it shall not be construed for or against any party on the basis that the party did or did not write it. 29. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous written or oral understandings, agreements, negotiations, commitments, or any other writings or communications with respect to such subject matter and takes precedent over any and all terms contained in any purchase under which may have been previously or may be subsequently issued by VENDOR related to the subject matter of this Agreement. 30. Modification. This Agreement may not be changed or modified in any manner except by an instrument in writing signed by each of the parties. 31. Remedies. In addition to any remedies set forth herein, CLIENT shall have all available remedies at law or in equity. IN WITNESS WHEREOF, CLIENT and VENDOR have executed this Agreement. CITY OF SAN MARCOS MSHANA GROUP LLC DBA ARIESPRO (CLIENT) (VENDOR) ft Ob. • • kale Signed Signed (� u r 13'cecg5 Shivani Sangari Printed Printed a.ivoi ee r CEO Title Title ( a I ` o I ri 8/21/2017 Date Date C RIESP1to Master Service Agreement Page 16