|
System. Licensee shall ensure that the 911 Cellular Software System and such equipment are used in a proper manner by
<br />competent trained individuals.
<br />D. Licensee shall cooperate with 911 Cellular in the diagnosis of any error or defect in the 911 Cellular Software
<br />System, including providing access to its facilities upon reasonable notice and at mutually convenient times to the extent
<br />necessary, and keeping detailed records of all faults.
<br />E. Licensee shall not access the data files maintained by the 911 Cellular Software System by any means other than the
<br />standard 911 Cellular interfacing routines included as part of the 91 ]Cellular Software System.
<br />9. Generally-Applicable Provisions
<br />A. This Agreement establishes anarms-length contractual relationship between 911 Cellular and Licensee, and nothing
<br />in this Agreement creates any partnership, joint venture, agency, franchise, representative, employment or other relationship
<br />between the parties. Neither Party shall have any right or ability to bind or commit the other Party in any manner.
<br />T3. A delay or failure to exercise any right shall not be treated as a waiver of any such right or of any other rights.
<br />Consent to a breach of any express or implied term of this Agreement shall not constitute a consent to any subsequent breach.
<br />C. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall
<br />remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it
<br />shall remain in full force and effect in all other circumstances.
<br />D. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by either
<br />Party, in whole or in part, whether voluntarily or by operation of law, including but not limited to by way of sale of assets,
<br />merger or consolidation, without the prior written consent of the other Party, which shall not be unreasonably withheld.
<br />Subject to the foregoing, this Agreement shall be binding upon, and inures to the benefit of, the parties and their successors
<br />and assigns.
<br />E. Neither party shall be responsible for any failure or delay in complying with the terms of this Agreement, including,
<br />but not limited, to delays in delivery or performance, where the failure or delay results from events beyond that party's
<br />control.
<br />F. Any notices, requests or demands required by or provided for in this Agreement shall be in writing and sent by
<br />facsimile with a confirmation copy sent by certified mail, return receipt requested, orhand-delivered to the following address,
<br />or to such other address and individual as either party may designate in writing for such purpose. Notices shall be deemed to
<br />have been received the day after delivery of the facsimile has been confirmed or, if delivered by a delivery service, upon the
<br />written confirmation of delivery.
<br />If to 911 Cellular, to:
<br />911 Cellular, LLC
<br />c/o its CEO/President
<br />6001 Cochran Road, Suite 911
<br />Solon, Ohio 44139
<br />If to Licensee, to:
<br />Mayfield Village, Ohio
<br />c/o its Director of Administration
<br />6622 Wilson Mills Road
<br />Mayfield Village, OH 44143
<br />G. This Agreement may be executed in several counterparts by facsimile or scanned electronic copy, all of which
<br />together shall constitute one agreement that is binding on each of the parties notwithstanding that each party has not signed
<br />the same counterpart.
<br />H. 911 Cellular hereby Certifies that neither 911 Cellular nor any of 911 Cellular's partners, officers, directors or
<br />shareholders, nor the spouse of any such person, has made contributions in excess of the limitations specified by law.
<br />I. No personnel of 911 Cellular or member of the governing body of any locality or other public official or employee
<br />of any such locality in which, or relating to which, the work under this Agreement is being carved out, and who exercise any
<br />functions or responsibilities in connection with the review or approval of this Agreement or carrying out of any such work,
<br />shall, prior to the completion of said work, voluntarily acquire any personal interest, direct or indirect, which is incompatible
<br />or in conflict with the discharge and fulfillment of his or her functions and responsibilities with respect to the carrying out of
<br />{4237616:6}
<br />
|