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18.0 Assiqnment. Customer shall not assign or otherwise transfer any rights or obligations
<br />under this Agreement without prior written consent of SBC, which shall not be unreasonably withheld or
<br />delayed. Any such assignment without prior written consent of SBC shall be void.
<br />19.0 Applicable Tariff Regulations. The regulations of SBC now in effect or hereafter
<br />established in its tariffs, as filed with the Federal Communications Commission ("FCC"), PUCO or their
<br />successors, are incorporated herein and made a part hereof and are binding on both parties as though
<br />set forth herein. Customer understands that the tariffs are subject to change as ordered by the FCC or
<br />PUCO, either on its own initiative, or upon request of SBC. EXCEPT AS OTHERWISE
<br />SPECIFICALLY NOTED HEREIN, IF THERE IS ANY INCONSISTENCY BETWEEN THE
<br />PROVISIONS OF THE TARIFFS OR CATALOG NOW IN EFFECT, OR HEREAFTER ESTABLISHED,
<br />AND THE TERMS OF THIS AGREEMENT, THE AGREEMENT SHALL GOVERN IN ALL CASES.
<br />20.0 Compliance with Laws and Recaulations. SBC agrees to comply with all applicable
<br />federal, state and local laws, ordinances and regulations. The Agreement shall be governed by and
<br />construed under the laws of the State of Ohio.
<br />21.0 Disputes. If a dispute arises concerning any provision of the Agreement, then written
<br />notice of the dispute will be given by the disputing party to the other party. On notice being given, and
<br />thereafter for a period of 60 days, no complaint or other action will be filed or initiated before the
<br />PUCO, or any termination be made, or in any court, provided that such a complaint or filing is not
<br />necessary to toll a statute of limitations. During this 60 day period, the parties will attempt to resolve
<br />the dispute. Nofinrithstanding a dispute, Customer and SBC will continue to perform under the
<br />Agreement, except for performance of the obligations which concern the issue in dispute. Termination,
<br />cancellation or expiration of the Agreement does not affect any other service provided to Customer by
<br />SBC that is not the subject of this Agreement. On termination, cancellation or expiration of the
<br />Agreement, Customer will automatically convert to the then current, generally available rates and terms
<br />and conditions for Centrex Service.
<br />22.0 LIMITATION OF LIABILITY. SBC shall not be liable for damages (special, incidental,
<br />consequential, or otherwise) resulting from delays in the provision of Services. SBC's Centrex Service
<br />LIABILITY IS LIMITED BY ITS TARIFF. Except as specifically set forth herein or in the Tariffs of SBC,
<br />SBC SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL
<br />OR CONSEQUENTIAL DAMAGES, INCLUDING LOST OR ANTICIPATED PROFITS. Customer's
<br />sole remedy for SBC's negligent performance or failure to perForm under the Agreement shall be for
<br />direct damages only, and shall consist solely of the receipt of a credit in accordance with SBC's Tariffs
<br />against its monthly Rates and Charges hereunder for the time and to the extent Customer was out of
<br />service due to SBC's negligence or failure to perform. The Agreement shall not provide any person not
<br />a party to the Agreement with any remedy, claim, liability, reimbursement, cause of action or other right
<br />in excess of those existing without reference to the Agreement. It is understood and agreed that SBC
<br />is not an insurer and that the Rates and Charges for the Services provided hereunder are based solely
<br />on their cost and scope of the liabilities set forth in the Agreement and that said Rates and Charges
<br />are unrelated to the potential for indirect, incidental, special, consequential or other damages. SBC
<br />and Customer agree that this allocation of risk is fair and reasonable.
<br />23.0 Breach. Default and Termination for Cause. Neither party shall be deemed to be in
<br />default under the Agreement or in breach of any provision hereof, unless and until the following occurs:
<br />A. The other party gives it written notice of such default (no sooner than the end of the
<br />60 day period established by Section 21.0 entitled "Disputes"), specifying the term(s) of
<br />the Agreement alleged to have been violated; and
<br />B. The alleged defaulting party shall have failed to cure the same within 30 days of such
<br />notice. Provided, however, that where such default cannot reasonably be cured within
<br />such 30 day period and such default does not relate to the nonpayment of any sum due
<br />City of North Olmsted Centrex 03-0H-70816
<br />(dsb) 05/28/03
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