minutes board of supervisors, harrison county, mississippi minute

6. Existing Service Arrangements. In the event that nay of the Equipment is or becomes covered under any contract, agreement or other
• arrangement for service from a party other than Stanley at any time during the term of this Agreement, teh Customer shall use its best efforts to diligently
pursue the prompt termination of such contract, agreement or arrangement. Until such time as any such contract, agreement, arrangement shall be
terminated, the terms and provisions of this Agreement shall not apply to such Equipment.
In the event that any of the Equipment is covered under any warranty from a party other than Stanley, it is the intent of the parties hereunder that the
terms and provisions of any such warranty shall not be altered in any way by this Agreement. The Customer shall inform Stanley from time to time as
to the existence, nature, and extent of any and such warranties. In Addition, the Customer acknowledges and agrees that Stanley shall not assume
any obligations of any kind whatsoever under any such warranties. In no event shall Stanley provide any services with respect to any Equipment
covered by a warranty where such services are already provided for under the terms of such warranty. The terms and provisions of this Agreement
shall not apply to any Equipment covered by any such waranty until such warranty shall have expired or shall otherwise have been terminated.
Opon termination of this Agreement. Stanley shall assign to the C'u~tori,er:the Jnexpired portion of the product or service warranty that Stanley has
received in connection with any Equipment, to the extent any such ~~'rrarlt'y;~s asJid~able.
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7. Payments. The Customer shall pay Stanley a fee for services proliided hereunder for the initial term of this Agreement in an amount equal to the amount
shown as the "Annual Service Fee" on the first page of thei Agreement. The Annual Service Fee shall be payable in such installments and at such
intervals as set forth on the first page ofthis Agreement, provided, however, that the first (1st) such installment shall be due and payable not later than the
Commencement Date. The Customer shall pay Stanley and Annual Service Fee for any term subsequent to the initial term in an amount in acordance
with Section 8 hereof. Stanley shall prOVide the Customer with an invoice. for eackpayment of the Annual Service Fee due hereunder. Except as
otherwise provided herein, any and all amnounts due to Stanley hereLind~r'ShaIlI:lJ7d'~e and payable within thirty (30) days of the Customer's receipt
".' - " .
of an Invoice therefor. -
8. Term and Termination. Unless sooner terminated or extended as provided hereunder, the initial term of this Agreement shall commerce on the
Commencement Date and shall terminate on the date shown as the ''Termination Date" on the first page of this Agreement. The term of this Agreement
shall thereafter be automatically extended for successive one (1) year terms unless, on or before the date that is sixty (60) days prior to the then
effective Termination Date, either party shall have provided the other party with written notice of its intent to terminate the Agreement. The Annual
Service Fee with respect to any and all terms following the initial term may be increased st Stanley's sole option by up to
percent ( %) with respect to such term over the then prevailing Annual Service Fee.
9. Taxes. The Customer shall pay all sales, use and/or excise taxes that are applicable in connection with Stanley's provision of services and/or
equipment and supplies hereunder, unless the Customer shall have delivered to Stanley a tax exemption certificate that shall be acceptable to Stanley
and the applicable taxing authorities.
10. limitation of Liability. The Customer agrees that neither Stanley nor its employees, representatives, agents or subcontractors shall be liable
for any loss or damage to the Equipment or any other property or bodily injury or death arising in connection with the services provided by Stanley
or its employees, representatives, agents or subcontractors under this Agreemen!. IN NO EVENT SHALL STANLEY OR ITS EMPLOYEES,
REPRESENTATIVES, AGENTS OR SUBCONTRACTORS BE L1AB~E FO~ AN~ tNDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES
(INCLUDING WITHOUT LIMITATION, ANY LOSS BY CUSTOMER,qF l,!~f OF £'t-IX,EpUIPMENT OR PROPERTY, BUSINESS, REVENUES OR GOODWI
ARISING iN CONNECTION WITH THIS AGREEMENT, THE SERV.I.CES:P,BOVIPE;D..HEREUNDER, OR THE EQUIPMENT. In no event shall the aggregate
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of Stanley, its representatives, agents, subcontractors, successors and ;i'ssigns for damage hereunder exceed the Annual Service Fee.
11. Assignment. Stanley shall have the right, in Its sole and absolute discretion, to assign, transfer or otherwise dispose of, in whole or in part, any of
its interests, rights or obligations under this Agreement, including without limitation Stanley's obligation to provide services hereunder. The Customer
acknowledges that Stanley may subcontract any or all of its obligations hereunder to one or more third parties.
12. Governing Law. The Agreement shall be governed by and con~tr~~9_ in a?,90[.~Wlc:e with the laws of the State of Connecticut without regard to
conflicts of Jaw principles that would require the application of any other JaWs. _ ',;" yii .
13. Disclaimer of Warranties. All services to be provided by Stanley hereund~r shall be provided AS IS UNDER THE TERMS OF THIS AGREEMENT,
and Stanley makes no warranties of any kind with respect thereto. Without limiting the generality of the foregoing, NO WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTIES ARE SPECIFICALLY MADE OR GIVEN.
14. Remedies for Default. In the event that the Customer fails to cure to the satisfaction of Stanley any default hereunder within thirty (30) days
following the Customer's receipt of Stanley's written notice thereof (with the exception of payment defaults for which the Customer shall have ten (10)
days after written notice thereof to cure). Stanley may, at its option: (a) suspend its performancehereunder until a reasonable time after all defaults
have been cured to its satisfaction; (b) terminate this Agreement and declare all amounts due or to become due hereunder Immediately due and payable;
or (c) take any other action permitted under law.
In the event that Stanley shall be in material breach of any of itsobligations hereunder with respect to any Equipment or component part thereof, and if
such default shall remain uncured for a period of sixty (60)days following the receipt by Stanley of the Customer's written notice thereof, the Customer
may remove such item of Equipment from the coverage of this Agreement. The foregoing sentence notwithstanding, however, in the event that Stanley,
in the exercise of commercially reasonable efforts, is unable to cure any such defaUlt within such sixty (60) day period, Stanley shall have an additional
thirty (30) days within which to cure such defaUlt. Upon removal of any Equipment pursuant to this Section 14, the parties hereto shall be relieved of any
further obligations hereunder with respect to such Equipment, except for Rayment;qbligations arising prior to the date of such removal and any other
obligations which, by their terms, shall extend beyond such removal., !h~m~ovaJ.9f .E~pipment from the coverage of this Agreement pursuant to
Section 4.1 of this Agreement shall not be deemed to be a material )J.r~a?-~'~UhisL1p[~r;ment.
15. Force Maleure. The timeliness of performace by Stanley hereuhd~,ti~in every case sUbject to delays caused by an Act of God, war, riot, fire,
explosion, accident, flood, sabotage, government laws, regUlations or orders, lack of reasonable access to the Location of the Equipment, acts or
inactions of this Customer, strike or injunction. In the event of any such delay, the period of time for performance of services affected by such delay will
extended to reflect the effective delay occassioned thereby. 4