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2017 044 Ordinance
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2017 044 Ordinance
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Last modified
11/19/2018 4:11:46 PM
Creation date
9/11/2018 5:50:21 AM
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Template:
Legislation-Meeting Minutes
Document Type
Ordinance
Number
044
Date
12/18/2017
Year
2017
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15.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or <br />unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and <br />effect. <br />15.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an <br />independent contractor. The Parties and their personnel will not be considered to be employees or <br />agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right <br />or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or <br />be interpreted as a joint venture, partnership or formal business organization of any kind. <br />15.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are <br />inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of <br />the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in <br />accordance with its terms and conditions and not for or against either Party. <br />15.7. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement <br />of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, <br />proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement <br />may be executed in multiple counterparts, each of which shall be an original and all of which shall <br />constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff <br />image, or a signature shall be treated as and shall have the same effect as an original signature. In <br />addition, a true and correct facsimile copy or computer image of this Agreement shall be treated as and <br />shall have the same effect as an original signed copy of this document. This Agreement may be <br />amended or modified only by a written instrument signed by authorized representatives of both Parties. <br />The preprinted terms and conditions found on any Customer purchase order, acknowledgment or other <br />form will not be considered an amendment or modification of this Agreement, even if a representative of <br />each Party signs that document. <br />15.8. NOTICES. Notices required under this Agreement to be given by one Party to the other must be <br />in writing and either personally delivered or sent to the address shown below by certified mail, return <br />receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, <br />UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt: <br />Motorola Solutions, Inc. <br />Attn: Law Department <br />1303 East Algonquin Road <br />Schaumburg, IL 60196 <br />fax: 847-576-0721 <br />Customer <br />Attn: Richard Edelman <br />Chief of Police <br />Mayfield Village OH. 44143 <br />fax: <br />15.9. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, <br />state, and local laws, regulations and rules concerning the performance of this Agreement or use of the <br />System. Customer will obtain and comply with all Federal Communications Commission ("FCC") licenses <br />and authorizations required for the installation, operation and use of the System before the scheduled <br />installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC <br />license applications, neither Motorola nor any of its employees is an agent or representative of Customer <br />in FCC or other matters. <br />15.10. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all <br />necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties <br />under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon <br />execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in <br />accordance with its terms; and the execution, delivery, and performance of this Agreement does not <br />violate any bylaw, charter, regulation, law or any other governing authority of the Party. <br />15.11. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this <br />Agreement for any reason: Section 3.6 (Motorola Software); Section 3.7 (Non-Motorola Software); if any <br />Mayfield Village_Ohio_System Upgrade + Maintenance Services _08.14.17 <br />Motorola Contract No. <br />
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