2007-02-26 Council Agenda - Laserfiche WebLink

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If to AT&T: General Counsel (MO) One AT&T Center, 35th Floor St. Louis, MO 63101 (314)-235-4300 A Party may provide notice of change of address or contact person. 12. Modification. This Agreement may be amended or modified only by a written instrument duly authorized and executed by both Parties. 13. Assignment. City understands that AT&T may decide to have all or part of the IP-enabled video services provided by an affiliate. AT&T may freely assign or transfer all or part of this Agreement or any interest therein, to any affiliate of AT&T with written notice to the City. No permission from the City shall be required for such an assignment or transfer. In the event any of the K-1-i services set forth above are provided by any February 26, 2007 affiliate of AT&T, that affiliate shall be a party to this Agreement and, with respect to the rights and obligations so assigned or transferred, shall be entitled to the same rights as AT&T and have the same obligations of AT&T. No assignment or transfer shall release AT&T from its obligations under this Agreement except upon written consent of the City. 14. Entire Agreement. This Agreement, together with the Recitals, constitutes the entire agreement between City and AT&T with respect to the IP- enabled video service subject matter contained herein and supersedes all prior or contemporaneous discussions, agreements, and/or representations of or between City and AT&T regarding the subject matter hereof. The Parties agree that no oral representations have been made to induce them into signing this Agreement. The Parties agree that the Parties to this Agreement have equal bargaining power, are represented by counsel, and have had a full and fair opportunity to review all of the provisions set forth herein. 15. No Waiver. Failure on the part of either Party to enforce any provision of this Agreement shall not be construed as a waiver of the right to compel enforcement of such provision or any other provision. In addition, by signing this agreement, AT&T is not conceding in any way that an agreement with this City is a legal prerequisite to the upgrading of its network or the provision of the IP-based video services. Likewise, the City is not conceding in any way that an agreement such as this one is sufficient for the upgrading of AT&T network or the provision of IP-based video services. The Parties agree to abide by and fulfill the provisions, terms and conditions of this Agreement, but otherwise fully reserve their respective rights and authority under applicable law.