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<br /> ~s-tZ <br /> 36. NON-COLLUSION COVENANT <br /> -'. <br /> DYNIX hereby J:epresents and agrees that it has in no way entered into any contingent fee arrangement with <br /> any firm or person concerning the obtaining of this Agreement with THE CITY. DYNIX has received from <br /> THE CITY no incentive or special payments. or considerations not related to the provision of automation <br /> systems and services described in this Agreement. <br /> 37. TERMIN A TION <br /> A. In addition to any oth~r rights and remedies hereunder. THE CITY shall have the right to terminate <br /> this Agr~ment and pursue any other legal and equitable remedies available to it if DYNIX: <br /> 1. Assigns this Agreement or its rights hereunder except as expressly allowed in Section 23 herein: <br /> 2. Fails to perform or observe ~yond any applicable grace period any of its material obligations <br /> under this Agreement: <br /> 3. Makes an assignment for the ~netìt of creditors. or a receiver trustee in bankruptcy or similar <br /> officer is appointed to take charge of all or part of its property or business; and/or <br /> 4. Ceases to do business or to exist as a valid business entity. <br /> B. In addition to any rights and remedies hereunder. DYNIX shall have the right to terminate this <br /> Agre~ment if THE CITY fails to perform or observe ~yond any applicable grace period any of its <br /> materials obligations under the Agreement and THE CITY has not contested or attempted to cure such <br /> failure within thirty (30) days after written notice from DYNIX has been received by THE CITY. <br /> 38. HEADINGS NOT CONTROLLING . <br /> Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part <br /> of this Agreement. <br /> 39. VENDOR AS INDEPENDENT CONTRACTOR <br /> It is expressly agr~ that DYNIX is not an agent of THE CITY. but an independent contractor. D YNIX <br /> shall not pledge or attempt to pledge the credit of THE CITY. <br /> 4ð. ACKNO\VLEDGEMENTS <br /> I <br /> DYNIX ~xpressly acknowledges: <br /> a) That it develops. licenses. sells and services computer software applications for the automation of <br /> library operations in its normal and customary course of business. <br /> b) That it r~sells computer hardware and suhlicenses operating system software for the automation of <br /> library operations in its normal and customary course of business. <br /> c) That THE CITY in unfamiliar with the automation of library operations. and relies upon DYNIX's <br /> knowledge of such operations and of THE CITY's needs in entering into this Agreement. <br /> THE CITY OF SAN MARCOS - PAGE 16 <br /> January 17. 1994 <br />