|
<br />9.2 Additional Company Termination Right. In addition to the termination
<br />rights set forth in Section 8.1, the Company shall have the right to terminate this
<br />Agreement and all obligations hereunder upon ninety (90) days notice to the City, if the
<br />Company concludes in its reasonable business judgment that the provision of IP Video
<br />Service in the City is no longer technically, economically or financially consistent with
<br />the Compány's business objectives. In the event the Company terminates this Agreement
<br />in accordance with this Section 9.2, payments of PEG capital that have been made by the
<br />Company pursuant to Section 3.4 of this Agreement shall remain the non-refundable
<br />property of the City,
<br />
<br />9.3 Senior Citizen Discouilt. The Company shall provide a fifteen percent
<br />(15 %) discount off the rates otherwise charged for subscription to the IP Video Service
<br />to those senior citizens within the City who qualify for the homestead exemption or
<br />reside in senior citizen housing units designated by the City.
<br />
<br />9.4 Appendices. The Appendices to this Agreement, attached hereto, and all
<br />portions thereof and exhibits thereto, are incorporated herein by reference and expressly
<br />made a part of this Agreement. The procedures for approval of any subsequent
<br />amendment or modification to said Appendices shall be the same as those applicable to
<br />any amendment or modification of this Agreement.
<br />
<br />9.5 Entire Agreement. This Agreement, including all Appendices, embodies the
<br />entire understanding and agreement of the City and the Company in connection with the
<br />offering of IP Video Service by~the Company and merges and supersedes all prior
<br />representations, agreements and understandings, whether oral or written, between the
<br />City and the Company with respect to the offering of IP Video SerVice, including,
<br />without limítation, all prior drafts of this Agreement and any Appendix to such draft and
<br />any and all written or oral statements or representations by any official, employee, agent,
<br />attorney, consultant or independent contractor of the City or the Company. The parties
<br />acknowledge that the Company has other agreements, authorizations and understandings
<br />with the City andlor other governmental entities regarding other subject matters,
<br />including but not limited to the construction, operation, maintenance, repair and upgrade
<br />of facilities and equipment used to provide any service (including voice, video and data
<br />service offered on an IP platform); and nothing in this Agreement is intended to amend,
<br />modify, replace or otherwise affect suèh agreements, authorizations or understandings.
<br />
<br />9.6 Delays and Failures Bevond Control of the Company. Notwithstanding any
<br />other provision of this Agreement, the Company shall not be liable for delay in
<br />performance of, or failure to perform, in whole ot in part, its obligations pursuant to this
<br />Agreement due to impossibility, strike, war or act of war (whether an actual declaration
<br />of war is made ot not), insurrection, riot, act of public enemy, accident, fire, flood,
<br />tornado, or other act of God, technical failure, sabotage or other events, where the
<br />Company has exercised reasonable care in the prevention thereof, to the extent that such
<br />causes or other events are beyond the control of the Company and such causes or events
<br />are without the fault or negligence of the Company. In the event that any such delay in
<br />
<br />477196-2
<br />
<br />18
<br />
|