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GTE Maintenance AgreementCOMMUNICATIONS SYSTEM MAINTENANCE AGREEMENT FORM 90003366 Customer Name: CARMEL CLAY COMMUNI E911 Customer iD: I0000001452 Proposal Number: 110545 Prepared By: Karen Zacher Printed On: 04/24/00 1 THIS AGREEMENT IS MADE BETWEEN A Customer (subsequently referred to as "Customer") B I (GTE Entity) (subsequently referred to as "GTE" ) CUSTOMER INFORMATION PROPOSED BY Customer Name CARMEL POLICE DEPARTMENT GTE Entity GTE NORTH iNCORPORATED Customer Id I0000001452 Account Executive Fred Kerber Proposal Number. 110545 Telephone (317) 896-6643 Printed On 04/24/00 Mailing Address 19845 U S 31N Prices Valid Thru 07/23/00 P.O. Box 407 Prepared By Karen Zacher Westfield, IN 46074 BILLING INFORMATION P.O. Number Tax ID Number Billing Contact Telephone Address JIM KINDER (317) 571-2586 ATTN: TERESA ANDERSON 3 CIVIC SQUARE CARMEL, IN 46032 REPAIR SERVICE INFORMATION Repair Service Telephone (800) 483-2000 Response for Major Failures 2 Hours Customer Help Line (800) 765-4357 EQUIPMENT LOCATION Contact JIM KINDER Telephone (317) 571-2586 Address 31 FIRST AVENUE NW CARMEL, IN 46032 MAINTENANCE COVERAGE AND PAYMENT OPTIONS Please select a Coverage Option by checking the appropriate box and circle the desired Billing option: OFFICE HOURS COVERAGE Annual Payment(s) Semi-Annual Quarterly Monthly Year 1 N/A N/A N/A N/A AROUND-THE-CLOCK COVERAGE Annual Payment(s) Semi-Annual Quarterly Monthly Year 1 $ 13,010.64 $ 6,635.46 $ 3,382.77 $ 1,149.28 Contract Term - 12 month(s) Proposed Effective Date - 04/13/00 GTE'S MAINTENANCE SERVICES GUARANTEE GTE guarantees to respond to service requests for Maintenance Service as stated in this Agreement. If GTE does not meet this commitment, GTE wilt credit Customer's account or refund $100.00 to Customer. In addition, at Customer's request, GTE will terminate this Agreement and will refund all money prepaid toward Maintenance Service for the remainder of this Agreement. SYSTEM DESCRIPTION EQUIPMENT AND SERVICES COVERED COMPONENT MATERIAL CODE QUANTITY DESCRIPTION COVERAGE TYPE 1 PS-MOBILE DATA CONM. 534328 538595 538593 533750 533761 1 SFTWR SERVER LINK 1 SOFTWARE CISCO CAD INTERFACE BOARD SANGONA SNA ACCESS 50 SFTWR MOBILE CLIENT 1 SFTWR MOBILE SERVER MC MC MC NC MC ,I Attachment: Terms and Conditions Attachment: Terms and Conditions Attachment: N/A ATTACHMENTS Attachment: N/A Attachment: N/A Attachment: N/A AGREEMENT GTE Sells and Customer purchases the Warranty and Maintenance Services shown on page 1 and described more fully on the reverse side of page 1 and 2 and referenced attachments. This Agreement includes important provisions concerning Limitations of Liability, warranties, and responsibilities for Long Distance, Toll, and other teLecommunications charges incurred through use of the System. A SignatureJ,/(,~ Printed Title Date IAGREED TO BY CUSTOMER * After acceptance, GTE will return a copy of this Agreement to you for your files. B I ACCEPTED BY GTE Signature~'~C~LA~./~L_. Printed Name Title Date * Please DO NOT SEND PAYMENT with this Agreement, you will be invoiced after this Agreement has been accepted by GTE, RETURN SIGNED AGREEMENT TO GTE NORTH INCORPORATED GTE NORTH 1907 U.S. Highway 301N M3C-MC 1301-510 Tampa, FL 336192639 I TE COMMUNICATIONS SYSTEM MAINTENANCE AGREEMENT FORM 900033~6 Customer Name: CARMEL CLAY COMMUNI E911 Customer ID: I0000001452 Proposal Number: 110545 Prepared By: Karen Zacher Printed On: 04/24/00 This Maintenance Agreement is made for GTE to maintain Customer's communications system (the "System") specified in the Equipment Location as noted above. The maintenance services ("Services") and the terms and conditions under which Services are performed are specified in Attachment A (Description of Services and Terms and Conditions). Service wilt be provided according to Hours of Coverage selected in the equipment section of this Agreement. Service shall begin on the Proposed Effective Date Listed on Page 1, or the date this Agreement is accepted by GTE, whichever is Later. The term of this Agreement is specified on Page 1. THIS AGREEMENT SHALL BE AUTOMATICALLY RENEWED FROM YEAR TO YEAR ON THE RENEWAL DATE, SUBJECT TO GTE'S THEN APPLZCABLE RATES AND CHARGES. GTE reserves the right to change maintenance pricing effective when the Agreement is renewed and will provide Customer with written notice of any pricing changes at Least sixty (60) days prior to the Renewal Date. Customer may terminate the Agreement at the end of the initial or any renewal term by giving GTE written notice at Least thirty (30) days prior to the Renewal Date. GTE may terminate the Agreement at the end of the initial or any renewal term by giving Customer at teast thirty (30) days written notice prior to the Renewal Date. GTE will invoice Customer for the Services plus applicable sales, use and other such taxes imposed by Law, according to the annual, semi-annual, quarterly, or monthly payment option selected. The System described in this Agreement is intended to be connected to the public switched telephone network. The Customer is solely responsible for selection and implementation of security features for defense against unauthorized calling, and for maintaining internal controls for protection against such unauthorized calling. The Customer is solely responsible for payment of tong distance toll charges made through use of the system and GTE shall bear no responsibtity or liability to Customer for payment. COMMUNICATIONS SYSTEM MAINTENANCE SERVICES AGREEMENT ATTACHMENT A DESCRIPTION OF SERVICES AND TERMS AND CONDITIONS (Page 1 of 2) FORM 90004493 (6-98) PARTI-MAINTENANCE SERVICES 1. SERVICE OBLIGATION: Subject to the terms and conditions of this Agreement, GTE agrees to maintain the System at the service address in good working order beginning on the Service Commencement Date. GTE shall replace or repair, at its option, any materials or equipment necessary for the operation of the System. Replacement parts and equipment shall be new or like-new. REPAIR OF THE SYSTEM, INCLUDING PROVISION OF REPLACE- MENT PARTS AND EQUIPMENT, SHALL BE THE EXCLUSIVE REMEDY FOR DEFICIENCIES OR FAILURES IN PERFORMANCE OF THIS SERVICE OBLIGATION. GTE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 2. MAINTENANCE PLAN DESCRIPTIONS: Maintenance will be provided under the option selected by the Customer as indicated on the first page. (a) Office Hours: Repair of major System failures will be performed during GTE's normal business hours of 8:00 a.m. to 5:00 p.m. (7:30 a.m. to 4:15 p.m. in Hawaii), local time, Monday through Friday, excluding GTE-observed holidays. (b) Around-the-Clock: Repair of major System failures will be performed twenty-four (24) hours a day, seven (7) days a week, including holidays. (c) Contract Labor: GTE will provide a certified technician on-site for any specified eight (8) hour shift during the work week to maintain the equipment covered under this Agreement. The work week does not include GTE-observed holidays unless otherwise indicated in this Agreement. GTE will not maintain any equipment added during the term of this Agreement unless separately agreed to in writing by GTE. Repair equipment and material are not included unless otherwise indicated in this Agreement. Thirty (30) day's written notice is required by either party for commencement, alteration or cancellation of such service. 3. REPAIR RESPONSE: Response is acknowledgement of the problem and active work toward its resolution, involving one or more of the following: remote diagnostics, telephone consultation, work to correct the problem with notification to the Customer that a technician does not need to be dispatched to correct the problem, or dispatch of technician(s) to the-Customers premises. Depending on the type of equipment constituting the System, GTE may be able to perform alarm monitoring to monitor and respond to critical error messages, conduct remote polling of conditions and faults, or remotely access the System to perform certain maintenance functions. The type of repair response will depend on the Customer's equipment and the available remote connections. Unless Customer subscribes to a separate B1 telephone line for a maintenance modem, Customer acknowledges that GTE cannot assure remote maintenance or diagnostic service for the System. 4. MAJOR / MINOR SYSTEM FAILURE: GTE will respond to major System failures wifhin the time specified on the front of this Agreement and the Maintenance Plan Descriptions listed above (depending on the plan selected) following its receipt of a request for service. A major System failure is when one or more of the following conditions exist: (a) Total loss of the ability to originate outward voice and/or data communications. (b) Total inability to process incoming voice and/or data communications. (c) Total inability to process voice and/or data communications within the System. (d) Attendant console and/or night answer position failure. (e) Twenty percent (20%) or more of the trunks out of service. (f) Twenty percent (20%) or more of the stations and/or ports out of service. (g) Hotel/Motel call accounting system failure. (h) Any other failure mutually agreed to by Customer and GTE and designated in writing in an attachment to this Agreement. A minor failure is any occurrence not set out above as a major failure. GTE will respond to minor failures within one (1) business day of its receipt of a request for service. Repair of minor failures which Customer requests be performed outside GTE's normal business hours as defined under the Office Hours Coverage plan, above, will be provided at GTE's then~prevailing labor rates. 5. EXCLUSIONS: Maintenance Services do not include: (a) Labor and material costs of additions, changes, relocations and removals; operating supplies and accessories; specification or engineering changes. This exclusion shall not apply to labor performed by full shift on-site personnel; (b) Operator, System Administrator and user training assistance on a scheduled basis; (c) Services necessitated by accident, casualty, neglect, misuse, intentional acts or any cause other than normal use of the System; (d) Repairs or replacements made necessary by radio frequency interference; electric power disturbances such as spikes, surges, blackouts, brownouts and sags; fire; lightning; floods; earthquake; excessive moisture or any act or event occuring external to the System which causes, either directly or indirectly, a failure or malfunction in the System, in a private network to which the System is connected, or in the telephone lines, cable or other equipment connecting the System to the telecommunications network of the operating telephone utility; (e) Services necessitated by other acts or events which may adversely affect the performance of the System, occasioned by acts of the Customer or any third party, or the use by the Customer or any third party of the System in combination with any other apparatus, device or other system not supplied or approved as to such combined use by GTE, or the use by Customer of any part of the System in a manner not intended by the parties or specified by GTE; (f) Repair or maintenance or increase in normal service time resulting from Customers failure to provide a suitable environment for the System or any other failure of the Customer to fully perform its responsibilities under this Agreement. (g) Repair or replacement of customer-owned, deregulated "black sheath" cable unless specifically included on the Equipment and Services List. (h) Loss or recovery of Customer data (Customer is responsible for providing adequate backup of data and for restoring data to repaired equipment). (i) Upgrades, enhancements or new releases of software or firmware, except for corrective patches provided without additional charge by the manufacturer, and except for upgrades, enhancements or new releases agreed to be provided and specifically identified in the Equipment and Services List. (j) Changes to the System that may be required to make the System Year 2000 Compliant, so that it is capable of processing calendar-related data correctly, representing dates without ambiguity as to century, identifying and processing leap year dates properly, and otherwise functioning correctly with respect to handling dates before, on or after January 1, 2000. Services necessitated by any event enumerated in this section shall be charges on a time and materials basis at GTE's then-prevailing rates and terms. 6. ACCESS TO THE SYSTEM: Customer shall allow GTE's personnel access to the System, and shall allow inspections during normal working hours. Inspections at other times for Customer convenience will be charged at GTE's then-current labor rates. 7. MAINTENANCE BY CUSTOMER AND OTHER VENDORS: This Agreement shall be applicable to the entire System unless otherwise indicated in this Agreement. Partial maintenance of the System by others will be permitted only when specifically agreed to in writing by GTE. The Customer shall default on this Agreement by allowing someone other than GTE to maintain the System or any part of it during the term of this Agreement without GTE's written approval. Notwithstanding any other provision of this Agreement, immediately upon giving notice of such default, GTE shall be entitled to cease performing any maintenance service under this Agreement until the default is cured to GTE's satisfaction. 8. INCLUSION OF OTHER EQUIPMENT: Equipment with a warranty extending into the term of this Agreement, and additions to the System which are purchased from and installed by GTE while this Agreement is in effect shall be maintained under this Agreement until the renewal date at no additional charge. Maintenance charges will be adjusted effective upon renewal to include such equipment additions. A statement of all equipment under maintenance and the total price for maintaining the System will be mailed upon request. 9. SYSTEM REPLACEMENT REFUND: Should Customer replace the System with a new system provided by GTE dudng the term of this Agreement, GTE will issue a refund for any prepaid maintenance charges for the remaining months of this Agreement. 10. SYSTEM RELOCATION: GTE will relocate, remove or rearrange the System at Customers request at GTE's then-current time and material rates. If such relocation, removal or rearrangement requires relocation of the System to another physical location outside Customers current service address, GTE reserves the right to modify its charges or terminate the Agreement, provided, however, that if GTE elects to terminate the Agreement, Customer shall be entitled to a prorated refund of monies previously paid toward the unexpired term. 11. SYSTEM ALTERATION: GTE may terminate this Agreement if Customer alters the System or adds attachments thereto without the prior wdtten approval of GTE, which approval shall not be unreasonably withheld. For purposes of this Agreement, System alteration means any physical intrusion into System hardware or installation of non-con- forming software. This Agreement does not cover repair necessitated by such alteration or attachment. Customer shall be responsible for any such repair at GTE's then prevailing time and material rates. 12. SOFTWARE CHANGES: All software moves and changes will be provided solely by GTE or by employees of Customer who have been specifically authorized in wdting by GTE to accomplish such tasks. Customer agrees to pay GTE for all work performed by GTE for Customer-initiated software moves and changes, at GTE's most current price schedule for such services. 13. PREVIOUS CONDITION OF EQUIPMENT: If the System was not maintained by GTE immediately prior to the commencement of Services provided under this Agreement, the System shall be subject to inspection by GTE to determine if it is in good operating condition, which, for purposes of this Agreement, is defined as providing a level of service in accordance with the standards established and maintained by GTE for such systems. Any repairs or adjustments then deemed necessary by GTE to bring the System up to such standards shall be made by GTE at its current time and materials rates at Customers expense prior to the commencement of Services under this Agreement. GTE will provide Customer with an estimate of the cost of necessary rapair or adjustment prior to commencement of rapair. 14. SYSTEM ADMINISTRATOR: Customer shall designate and identify to GTE an individual at each of Customers locations where Services will be performed to serve as a System Administrator and primary contact for GTE at that location. COMMUNICATIONS SYSTEM MAINTENANCE SERVICES AGREEMENT ATTACHMENT A DESCRIPTION OF SERVICES AND TERMS AND CONDITIONS (Page 2 of 2) PART II - GENERAL ~. LIMITATION OF LIABILITY: GTE'S LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL MAINTENANCE CHARGE FOR ONE YEAR UNDER THIS AGREEMENT, AND UNDER NO CIRCUMSTANCES SHALL GTE BE RESPONSIBLE OR LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, NOTWITHSTANDING THEIR FORESEEABILITY OR DISCLOSURE BY CUSTOMER TO GTE, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM DELAY, LOSS OF DATA, PROFITS OR GOODWILL. GTE SHALL BEAR NO LIABILITY FOR USE OF EQUIPMENT OR SERVICES PROVIDED UNDER THIS AGREEMENT IN CONNECTION WITH LIFE SUPPORT SYSTEMS OR DEVICES. IN ADDITION, GTI:: SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR INTEROPERABILITY OR COMPATIBILITY OF THE SYSTEM WITH OTHER THIRD-PARTY PRODUCTS OR SYSTEMS THAT CUSTOMER MAY UTILIZE IN CONJUNCTION WITH THE SYSTEM OR TO WHICH CUSTOMER MAY CONNECT THE SYSTEM. IN CONNECTION WITH THIS LIMITATION OF LIABILITY, THE PARTIES RECOGNIZE THAT GTE MAY FROM TIME TO TIME PROVIDE ADVICE, MAKE RECOMMENDATIONS OR SUPPLY OTHER ANALYSIS RELATED TO THE EQUIPMENT OR SERVICES DESCRIBED IN THIS AGREEMENT, AND, WHILE GTE SHALL USE ITS BEST EFFORTS IN THIS REGARD, THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THIS LIMITATION OF LIABILITY SHALL APPLY TO PROVISION OF SUCH ADVICE, RECOMMENDATIONS AND ANALYSIS. 2. PAYMENT TERMS: GTE shall invoice Customer for the Services plus applicable taxes, Payments are due upon receipt of invoice and are late thirty (30) days following the invoice date. Notwithstanding any other provision of this Agreement, if full payment is not received within forty-five (45) days of the invoice date, GTE may cease performing its obligations hereunder. Additionally, Customer agrees to pay interest on any balance past due more than thirty (30) days at one and one-half (1V2) percent per month (not to exceed the maximum rate allowed under state law). (This late payment provision shall not apply to a govemmental entity.) 3. USE OF CUSTOMER'S PURCHASE ORDERS: Customer may issue a purchase order or similar document in conjunction with this Agreement or for future orders of goods and services under this Agreement. Such order will become effective-solely to specify goods and services when accepted by GTE. Such acceptance shall not vary any of the terms and conditions contained in this Agreement. Any provisions contained in the Customers purchase order or other similar document that would add to, delete or vary GTE's obligations or rights under this Agreement are hereby rejected and shall not become part of this transaction without GTE's specific wdtten consent. 4, CONSENT: Customer shall obtain any consent from lessors, lenders, or other third parties necessary for GTE to perform Services under this Agreement. 5. ENVIRONMENTAL SPECIFICATIONS: Customer shall provide all ventilating, heating, cooling, humidify, power and dust control necessary to ensure that the System location meets applicable environmental requirements for the System. The location shall be dry, free of dust and of conditions injurious to employees or agents of GTE, and to the equipment. Customer shall provide electrical service with suitable terminals where required and installed metallic grounds. If installation or operation of the System requires construction of additional facilities, Customer shall be responsible for attendant costs. Specific environmental considerations defined by the equipment manufacturer or by GTE which are more stringent than the general requirements noted in this section will be included as an attachment to this Agreement, and Customer agrees to provide facilities which meet such requirements. GTE shall not be responsible for any System failure or realfunction ultimately determined to be attributable to nonconformity with environmental specifications. 6. HAZARDOUS SUBSTANCES: Except as disclosed in writing to GTE, and acknowledged in writing by GTE, Customer certifies that Customer is not aware of the presence of any asbestos or other hazardous substance, as defined by any applicable state, federal or local hazardous waste or environmental protection law, as enacted or subsequently amended, at any of Customers locations where GTE is to perform services pursuant to this Agreement. If during the performance of its obligation under this Agreement GTE employees or agents encounter any such substance, Customer agrees to take whatever steps are necessary, at its own expense, to remove or contain the asbestos or other hazardous substance and to test the premises to ensure that exposure does not exceed the lowest exposure limit for the protection of workers. Removal or containment shall comply with all applicable laws or regulations, and GTE agents and employees shall not be required to continue performance under this Agreement until the removal or containment has been completed and approved by the appropriate governmental agency and GTE. Pedormance obligations under this Agreement shall be extended day for day for the delay caused by said cleanup or removal. Customers failure to remove or contain hazardous substances shall be sufficient justification for GTE to terminate this Agreement without further liability. In the event of such termination, Customer agrees to reimburse GTE for expenses incurred in performing this Agreement until termination. 7. INDEMNIFICATION: GTE will indemnify and hold Customer harmless (not limited to the amount of maintenance charges for one year) from liabilities, claims or demands arising out of personal injury or death or damage to property to the extent proximately caused by the negligence of GTE's employees or subcontractors in pedorming services under this Agreement. This indemnify applies where GTE's negligence is either the sole or a contributing cause of the injury, death or damage. This indemnity does not extend to any pdrtion of the injury, death or damage caused by either the sole or the contributing negligence of Customer or third parties. GTE's indemnity obligation with respect to damage to the System is limited to the repair or replacement, at GTE's option, of the damaged items. 8. DELAYED PERFORMANCE: If performance under this Agreement is interfered with by acts of God. war. riot, embarqo. acts of the Government in its sovereign capacity, labor TERMS AND CONDITIONS difficulties, unavailability of equipment or parts from vendors, changes requested by Customer, or any other circumstances beyond the reasonable control and without the fault of the party affected, such party, upon giving prompt notice to the other party, shall be excused from such performance on a day-to-day basis to the extent of such interference (and the other party shall likewise by excused from its performance), provided that the party so affected shall use reasonable efforts to remove such causes of nonperformance and both parties shall proceed whenever such causes are removed or cease. 9. DEFAULT: If either party fails to perform any material obligation under this Agreement or violates any material term or condition of this Agreement, and such failure or violation is not cured within 30 days following receipt of a default notice from the other party, then the other party shall have the right to terminate this Agreement upon written notice to the defaulting party. 10. RESOLUTION OF DISPUTES: (a) The parties desire to resolve disputes arising out of this Agreement without litigation. Accordingly, except for action seeking a temporary restraining order or injunction related to the purposes of this Agreement, or suit to compel compliance with this dispute resolution process, the parties agree to use the following alternative dispute resolution procedure as their sole remedy with respect to any controversy or claim arising out of or relating to this Agreement or its breach. (b) At the written request of a party, each party will appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any dispute arising under this Agreement. The parties intend that these negotiations be conducted by non- lawyer, business representatives. The location, format, frequency, duration and con- clusion of these discussions shall be left to the discretion of the representatives. Upon agreement, the representatives may utilize other alternative dispute resolution proce- dures such as mediation to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery and production, which shall not be admissible in the arbitration described below or in any lawsuit without the concurrence of all partieS. Documents identified in or provieWed with such communications, which are not prepared for purposes of the negotiations. are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration or lawsuit. (c) If the negotiations do not resolve the dispute within 60 days of the initial written request. the dispute shall be submitted to binding arbitration by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. A party may demand such arbitration in accordance with the procedures set out in those rules. Discovery shall be controlled by the arbitrator and shall be permitted to the extent set out in this section. Each party may submit in writing to a party, and that party shall so respond, to a maximum of any combination of 35 (none of which may have subpans) of the following: interrogatories, demands to produce documents, and requests for admission, Each party is also entitled to take the oral deposition of one individual of another party. Additional discovery may be permitted upon mutual agreement of the parties. The arbitration hearing shall be commenced within 60 days of the demand for arbitration. The arbitration shall be held in the city where this Agreement was executed by GTE. The arbitrator shall control the scheduling so as to process the matter expeditiously. The parties may submit wdtten briefs. The arbitrator shall have no power or authority to make awards or issue orders of any kind except as permitted by this Agreement and substantive law, and in no event shall the arbitrator have the authority to make any award that provides for punitive or exemplary damages. The arbitrators decision shall follow the plain meaning of this Agreement and the relevant documents. The arbitrator shall rule on the dispute by issuing a wdtten opinion within 30 days after the close of hearings. The times specified in this section may be extended upon mutual agreement of the parties or by the arbitrator upon a showing of good cause. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. (d) Each party shall bear its own costs of these procedures. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrator. 11. MISCELLANEOUS: (a) No action or demand for arbitration arising out of this Agreement may be brought by a party more than 2 years after the cause of action has accrued. The parties waive the right to invoke any different limitation on the bringing of actions under state law. (b) GTE may assign this Agreement without restriction, but Customer may not assign this Agree- ment without GTE's written consent. Extended warranties are not assignable or transferrable. (c) Either party's failure to enforce any of the provisions of this Agreement, or to exercise any right or option is not a waiver of any such provision, right or option, and shall not affect the validity of this Agreement. (d) Notices required by this Agreement shall be in writing and shall be sent by a method which obtains a written receipt. Notices shall be sent to the address listed on the the front of this Agreement until such address is changed by written notice. (e) This Agreement is to be govemed and construed according to the substantive law of the state in which this Agreement is accepted by GTE. Customer consents to personal juris- diction in that state, and the parties agree that exclusive jurisdiction shall be in such state. (f) Any provision of this Agreement prohibited by applicable law shall be ineffective without invalidating the remaining provisions of this Agreement, unless the general intent of this Agreement would be negated. (g) The section headings in this Agreement are for convenience only and shall not be considered in its interpretation. (h) No subsequent agreement shall change, modify or discharge this Agreement, in whole or in part, unless such agreement is in wdting and signed by the party against whom enforcement of the change, modification or discharge is sought. (i) This Agreement, including attachments, constitutes the entire agreement of the parties pertaining to the subject matter herein and supersedes all prior agreements, negoti- ations and representations, whether wdtten or oral, conceming such subject matter. No representations or warranties, express or implied, have been made or relied upon in the making of this Agreement other than those specifically contained in this Agreement. ',11'!1}!;:, !