Res 1995-082 - Laserfiche WebLink

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fJ?& I WILTEL ¡ I terminated in the wrong location; terminal backboards installed in wrong locations, telephone t l switching equipment installed in wrong locations, and equipment, cables and backboards installed ¡ in such a way as to cause damage to Customer's property. 20. MISCELLANEOUS. (a) If Customer issues a purchase order for its own internal purposes, Customer agrees that only the terms and conditions of this Agreement apply, and agrees to refer to this Agreement as the governing document on the face of such purchase order. Conflicting terms on a Customer's purchase order or similar document used to order a System, or portions thereof are - null and void. (b) WilTel may, on prior written consent of Customer, such consent not to be r unreasonably withheld, subcontract any and all of the work to be performed by it under this I Agreement. (c) This Agreement is not assignable by Customer without the prior written consent of WilTel. Any attempt to assign any of the rights, duties or obligations under this Agreement without 1 . such consent will, at WilTel's option, be deemed void or a material default or accepted in WilTel t s sole discretion. (d) The waiver by either party of any default will not operate as a waiver of any subsequent default. (e) Customer will pay all of WilTel's costs or expenses, including reasonable attorney I s and colléction fees, incurred in enforcing this Agreement. (f) WilTel' s obligation is contingent upon a credit report satisfactory to WilTel and correct arithmetic calculations of quantity and price. (g) This Agreement supersedes all prior or contemporaneous proposals, communications and negotiations, both oral and written, and constitutes the entire agreement between WilTel and Customer with respect to the purchase of the System. Any representations, warranties or statements ' made by an employee, salesperson or agent of WilTel and not expressed in this Agreement are not binding upon WilTel. (h) If any court holds any portion of this Agreement unenforceable, the remaining language shall not be affected. (i) Any modifications must be in writing and executed by an authorized representative of the party against whom enforcement is sought. (j) No action, ! regardless of form, arising out of this Agreement may be brought by either party more than one year after the cause of action has accrued. (k) This Agreement is deemed made and GOVERNED BY . THE LAWS OF THE STATE OF TEXAS and exclusive venue for any legal disputes under this Agreement shall be in the State Courts of Hayes County, Texas. ; THE CITY OF SAN MARCOS ¡ TIONS SYSTEMS, INe. ! ï': BY: .(%~/ (ŽJA NA¡I,IE: NAME: Larr§J D. GilMy TITLE: U TITLE: Cit ' ¡ Contract No. SA427695 , , ! - 8 - ! ¡ I j , ,