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Ordinance No. 6,274920625 -6 ORDINANCE NO. 6274 • AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST TO A MAINTENANCE AGREEMENT WITH GTE SOUTHWEST, INCORPORATED; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE SUM OF FIVE THOUSAND THREE HUNDRED FIFTY -TWO AND N01100 ($5,352.00) DOLLARS; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the Mayor and City Clerk of the City of Baytown to execute and attest to a Maintenance Agreement with GTE Southwest, Incorporated. A copy of said agreement is attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes. Section 2: That the City Council of the City of Baytown authorizes payment to GTE Southwest, Incorporated of the sum of FIVE THOUSAND THREE HUNDRED FIFTY -TWO AND NO /100 ($5,352.00) DOLLARS, pursuant to the Agreement. Section 3: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of Baytown, this the 25th day of June, 1992. c BOBBY DILLS, Mayor ATTEST: ILEEN P, HALL, City Clerk 4 - Z-9 _44z ACIO RAMIREZ, 9. , City Attorney • C:1:13:8 MLT9 COMMUNICATIONS SYSTEM MAINTENANCE AGREEMENT FORM 90003366 BILLING INFORMATION: P.O. Number: Tax Id Number: Not On File Billing Contact: Telephone: (713) 420-5390 Address: P 0 BOX 424 ATTN: DEBBIE TERRY BAYTOWN, TX 77522-0424 REPAIR SERVICE INFORMATION: Service Commencement Date: 06/18/92 Renewal Date: 06/17/93 Repair Service Telephone: (800) 527 -2558 Response for Major Failures: 2 Hours Customer Help Line: (800) 388 -9801 Account Executive: Telephone: Address: EQUIPMENT LOCATION: Doris Luna (214) 318 -2417 2143 N. STEMMONS LEWISVILLE, TX 75067 Contact: Telephone: (713) 420 -5390 Address: ALL LOCATIONS BAYTOWN, TX 77522 This Maintenance Agreement is made between GTE SOUTHWEST, INCORPORATED (hereinafter referred to as "GTE°) and BAYTOWN CITY OF (hereinafter referred to as "Customer ") 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 will be provided according to Hours of Coverage selected on side 2 of this page. EQUIPMENT Side 1 of 2 Customer Name: BAYTOWN CITY OF Customer Id: 10000001053 Contract Number: 1139 Contract Expiration: 08 /18/92 Prepared by: JOYCE MITCHELL CONTRACT PROPOSED BY: 42 Account Executive: Telephone: Address: EQUIPMENT LOCATION: Doris Luna (214) 318 -2417 2143 N. STEMMONS LEWISVILLE, TX 75067 Contact: Telephone: (713) 420 -5390 Address: ALL LOCATIONS BAYTOWN, TX 77522 This Maintenance Agreement is made between GTE SOUTHWEST, INCORPORATED (hereinafter referred to as "GTE°) and BAYTOWN CITY OF (hereinafter referred to as "Customer ") 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 will be provided according to Hours of Coverage selected on side 2 of this page. EQUIPMENT and SERVICES LIST: ITEM MATERIAL CODE QUANTITY DESCRIPTION 1 CENTRANET CONSOLES *ACGCO 3 AGCS PACET CONSOLE 2 FEATURE PHONE *NT150 42 NTI M5009 FEATURE PHONE *NT151 3 NTI M5112 FEATURE PHONE *NTI53 11 NTI M5312 FEATURE PHONE 3 UNITY PRODUCTS *NTI1 2 NTI UNITY 1 CENTRANET PHONE *NT12 11 NTI UNITY 2 CENTRANET PHONE *NT13 27 NTI UNITY 3 CENTRANET PHONE 4 PAGING - VALCOM *VSPKR 11 VALCOM PAGING SPEAKERS C O N T R A C T N 0 T E S MAINTENANCE COVERAGE INCLUDE THE FOLLWING LOCATIONS: 307 S. MAIN 1200 LEE DRIVE 220 W. DEFEE 2407 MARKET 3200 N. MAIN 2401 MARKET ST. COVERAGE DOES NOT INCLUDE SINGLE LINE PHONES. EXHIBIT A Side ir of 2 Wrvice shall begin on the Service Commencement Date listed on side 1 of this page, or the date this Agreement is accepted by GTE, Whichever is later. The term of this Agreement is for one (1) year from this date. THIS AGREEMENT SHALL BE AUTOMATICALLY RENEWED FROM YEAR TO YEAR ON THE RENEWAL DATE, SUBJECT TO GTE'S THEN - APPLICABLE 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 Agreementat the end of the initial or any renewal term by giving Customer at least 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 below. GTE'S MAINTENANCE SERVICES GUARANTEE: if for any reason you are not satisfied with our Service and wish to cancel this Agreement, we will agree to the cancellation and will refund to you the unused portion of Prepaid Maintenance Services. If you want to cancel, simply notify us in writing thirty (30) days in advance. This guarantee modifies the one -year term and the payment provisions of the Maintenance Services Agreement, but does not alter other provisions of the agreement. This Agreement is a binding contract when signed by the authorized representatives of the Customer and GTE, but shall not be valid unless signed and accepted by GTE, where indicated in the "accepted by" section below. The Description of Services and Terms and Conditions (Attachment A) and other attachments identified below, are part of this Agreement. The parties specifically acknowledge the Limitation of Liability and Dicclaimer of Warranties set out in Attachment A. Attachment A: Description of Services and Terms and Conditions Attachment 0: (n /a) Attachment e: (n/a) Attachment E: (n /a) Attachment C: Wa) Attachment F: (n /a) PLEASE CIRCLE THE PAYMENT WHICH REPRESENTS THE PAYMENT PLAN AND HOURS OF COVERAGE YOU PREFER: ANNUAL SEMI-ANNUAL QUARTERLY MONTHLY (one payment of) (Two payments of) (Four payments of) (Twelve payments of) Office Hours - 8 am to 5 pm: 5,352.00 2,729.52 1,391.52 472.76 (Monday thru Friday, holidays excluded) Around The Clock - 24 hours a day: 6,690.00 3,411.90 1,739.40 590.95 (7 days a week, holidays included) This Agreement is hereby executed on behalf of the Customer and GTE by the following duly authorized representatives: Agreed to and Executed for Customer by: Signature: Printed Name: Title: Date: Executed At: Accepted and Executed for GTE by: Signature: Printed Name: Title: Date: Executed At: Aak Return Contract To: 500 E. CARPENTER FWT. After acceptance, GTE SOUTHWEST, INCORPORATED ATTN: KATHY WEISNER will return a copy of this agreement for your records. MC TXD1917G PLEASE DO NOT SEND PAYMENTS UNTIL YOU HAVE BEEN INVOICED. iRVING, TX 750152013 COMMUNICATIONS SYSTEM MAINTENANCE SERVICES AGREEMENT ATTACHMENT A DESCRIPTION OF SERVICES AND TERMS AND CONDITIONS •(Page 1 of 2) FORM 90004493 PART I - 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 pans and equipment shall be new or tike -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 B -00 a.m. to 5:00 p.m. (7:30 a.m. to 4:15 p.m. in Hawaii), total time. Monday through Friday, excluding GTE - observed holidays. (b) Around- the-Clock: Repair of major System failures will be performed Monty-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 (A) hour shift during the work week to maintain the equipment covered under this Agreement. The work week does not include GTE-observed holidays unless other- wise indicated in this Agreement. GTE will riot 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 Agree- ment. 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 tech- nician does not need to be dispatched to correct the problem, or dispatch of technician(s) to the Customer's premises. Depending on the type of equipment constituting the System, GTE may be able 10 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 sub- scribes to a separate 81 telephone line for a maintenance modem. Customer acknowl- edges that GTE cannot assure remote maintenance or diagnostic service for the System. 4. MAJOR / MINOR SYSTEM FAILURE: GTE will respond to major System failures within 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 procee 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 pons 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 materiel 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 01"ite personnel; (b) Operator. System Administrator and user training assistance on a scheduled basis; •(c)( Services necessitated by accident, casualy, 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; exceasire moisture or any act or event occurring external to the System which causes, sitter directly or indirectly, a failure or mat. function 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 tele- communications network of the operating telephone utility; (e) Services necessitated by other acts or events which may adversely affect the pe formance of the System, occasioned by acts of the Customer or any third party, , the use by the Customer or any third party of the System in combination with any oth, apparatus, device or other system not supplied or approved as to such combined uE by GTE, or the use by Customer of any part of the System in a manner not intende by the parties or specified by GTE. (f) Repair or maintenance or increase in normal service time resulting from Customer failure to provide a suitable environment for the System or any other failure of tt Customer to fully perform its responsibilities under this Agreement. (g) Repair or replacement of customer-owned, deregulated "black sheath" cable unisE specifically included on the Equipment and Services List. (h) Use or recovery of Customer data (Customer is responsible for providing adequat backup of data and for restoring data to repaired equipment). (t) Upgrades or enhancements to office automation operating system software, excel for corrective patches provided by the manufacturer. Services necessitated by any event enumerated in this section shall be charged on a tim and materials basis at GTE's then4mailing rates and terms. B. ACCESS TO THE SYSTEM: Custo met, shall allow GTE's personnel access to th System, and shall allow inspections during normal working hours. Inspections at otht times for Customer convenience will be charged at GTE's then - current labor rates. 7. MAINTENANCE BY CUSTOMER AND OTHER VENDORS: This Agreement shall b applicable to the entire System unless otherwise indicated in this Agreement. Panii maintenance of the System by others will be permitted only when specifically agreed t in writing by GTE. The Customer shall default on this Agreement by allowing someon other than GTE to maintain the System or any pan of it during the term of this Agreemer without GTE's written approval. Notwithstanding any other provision of this Agreemen- immediately upon giving notice of such default, GTE shall be entitled to cease performin. any maintenance service under this Agreement until the default is cured to GTE's aa- isfactlon. B. INCLUSION OF OTHER EQUIPMENT: Equipment with a warranty extending into th• term of this Agreement, and additions to tiro System which are purchased from an, installed by GTE while this Agreement is in effect shall be maintained under this Agree ment until the renewal date at no additional charge. Maintenance charges will be adjustet effective upon renewal to include such equipment additions. A statement of all equipmen under maintenance and the total price for maintaining the System will be mailed upor request. 9. SYSTEM REPLACEMENT REFUND: Should Customer replace the System with : new system provided by GTE during the term of this Agreement, GTE will issue a refunt for any prepaid maintenance charges for the remaining months of this Agreement. 10. SYSTEM RELOCATION: GTE will relocate, remove or rearrange the System a Customer's request at GTE's then-current time and material rates. If such relocation removal or rearrangement requires relocation of the System to another physical locatior outside Customer's current service address, GTE reserves the right to modify its charge! or terminate the Agreement, provided, however, that if GTE sleets to terminate tht Agreement. Customer shall be entitled to a prorated refund of monies prevlousty, pair toward the unexpired term. 11. SYSTEM ALTERATION: GTE may terminate this Agreement if Customer alters tht System or adds attachments thereto without the prior written approval of GTE, whict approval shall not be unreasonably withheld. For purposes of this Agreement. Systen alteration means any physical intrusion into System hardware or :11staliation of noncor forming software. This Agreement does not cover repair necessitated by such alteratior or attachment. Customer *hail be responsible for any such repair at GTE's then prevailinc time and material rates. 12. SOFTWARE CHANGES: All software moves and changes will be provided solely by GTE of by employees of Customer who have been specifically authorized in writing by GTE to accomplish such tasks. Customer agrees to pay GTE for sit 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 Agraemem. the System $hall be subject to inspection by GTE to determine it It is in good operating condition, which, for purposes of this Agreement, is defined as providing a level of service in accordance with the standards established and maintained by GTE for such systems. Arty repairs or adjustments than deemed necessary by GTE to bring the System up to such standard$ shall be made by GTE at its current time and materials rates at Customer's expanse prior to the commencement of Services under this Agreement. GTE will provide Customer with an estimate of the cost of necessary repair or adjustment prior to core mencement of repair. 14. SYSTEM ADMINISTRATOR: Customer shall designate and identify to GTE an individual at each of Customer's 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 age 2 of 2) PART II - GENERAL TERMS AND CONDITIONS 1. 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 CON - SEQUENTIAL DAMAGES, NOTWITHSTANDING THEIR FORESEE. ABILITY OR DISCLOSURE BY CUSTOMER TO GTE, INCLUDING, BUT NOT LIMITED TO DAMAGES ARISING FROM DELAY LOSS OF DATA, PROFITS Obi GOODWILL. GTE SHALL BEAR ISO LIA- BILITY FOR USE OF EQUIPMENT OR SERVICES PROVIDED UN- DER THIS AGREEMENT IN CONNECTION WITH LIFE SUPPORT SYSTEMS OR DEVICES. IN CONNECTION WITH THIS LIMITA- TION OF LIABILITY THE PARTIES RECOGNIZE THAT GTE MAY FROM TIME TO TIME PROVIDE ADVICE, MAKE RECOMMENDA- TIONS OR SUPPLY OTHER ANALYSIS RELATED TO THE EQUIP- MENT 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 (1'k) percent per month (not to exceed the maximum rate allowed under state law). (This late payment provision shall not apply to a governmental amity.! 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. The terms and conditions contained in this Agreement take precedence over the terms and conditions of such a purchase order or other document issued by Customer, and Customer's signature on this Agree- ment constitutes an express acknowledgement of such precedence. 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, heat- ing, cooling, humidity, 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 sleetrieal service with suitable terminals where re- quired 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 rioted in this section will be included as an attachment to this Agreement, and Customer agrees to provide facilities which most such requirements. GTE shall not be responsible for any System failure or matfunction ultimately determined to be attributable to nonconformity with environmental specifications. 6. HAZARDOUS SUBSTANCES: Except as disclosed in writing to GTE and acknowl- edged 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 Customer's 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 promisee 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 udder this Agreement until the removal or contain- ment has been completed and approved by the appropriate governmental agency and GTE. Performance obligations under this Agreement shall be extended day for day for the delay caused by said cleanup or removal. Customer's 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. INDEMNIFICATION: GTE will indemnify and hold Customer harmless (not limited to amount of maintenance charges for one year) from liabilities, claims or demands caused by the negligence of GTE's employees or subcontractors in performing services under this Agreement. This indemnity 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 portion 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 itums. S. INDEPENDENT CONTRACTOR RELATIONSHIP : GTE is an independent con tractor under this Agreement. The persons provided by GTE shall not be considerei employees of the Customer. 9. LIMITATION OF ACTIONS: No action, regardless of form, arising out of the subjec matter of this Agreement, may be brought by either parry more than two (2) years afte the cause of action has accrued. The parties waive the right to invoke any differen limitation on the bringing of actions provided under state law. 10. DELAYED PERFORMANCE: In the event performance of this Agreement, or am obligation hereunder, is prevented, restricted of interfered with by reason of acts of Goc wars, revolution, civil commotion, acts of public enemy, embargo, acts of the Govern men in its sovereign capacity. labor difficulties, including without limitation, strikes, slowdowns picketing or boycotts, unavailability of equipment or parts from vendor, changes re quested by Customer, o- -ny other circumstances beyond the reasonable control an( without the fault or neglige- , 'e of the party affected, the party affected, upon giving promp notice to the other parry, sh. _. lie excused from such performance on a day - to-day basis to the extent of such prevention, restriction, or interference (and the other parry sha, likewise be excused from perl,r:,ance of its obligations on a day -to -day basis until thr delay, restriction or interference :'as ceased). provided, however, that the party so at fected shall use its best reasonable efforts to avoid or remove such causes of nonper formanee and both parties shall procaed whenever such causes are removed or cease 11. DEFAULT: If either party refuses or tails properly to perform any material obligauo, under this Agreement. or violates any of the material terms or conditions of this Agree ment, such refusal, failure or violation shall constitute a default. in such event. th, non - defaulting party may so notify the other party in writing of the default and allow the party a period of thirty (30) calendar days to cure such default. IF THE DEFAULTIN( PARTY DOES NOT CURE SUCH DEFAULT WITHIN SAID THIRTY (30) CALENDAF DAYS, THE NON - DEFAULTING PARTY SHALL HAVE THE RIGHT TO TERMINATf THIS AGREEMENT UPON WRITTEN NOTICE TO THE OTHER PARTY AND SEEK ALL APPROPRIATE LEGAL AND / OR LEGAL REMEDIES. 12. ASSIGNMENT: Customer may not assign this Agreement without GTE's writter consent, 13. WAIVER: The failure of either party to insist upon the performance of any provisior of this Agreement, or to exercise any right or privilege granted to it under this Agreement shall not be construed as a waiver of such provision or any provisions of this Agreement and the same shall continue in full force. To be effective, any waiver by either party of t default in the performance by the other parry must be in writing, and any such writter waiver shall not be construed to be a waiver of any preceding or subsequent default no specifically described therein. If any action by either party shall require the consent o approval of the other party, the grant of such consent or approval shall not be deernec a consent to or approval of any other anion. The various rights and remedies given to o reserved by either party by this Agreement, or allowed by law, shall be cumulative, anc no delay or omission to exercise any of its rights shall be construed as a waiver of am default or acquiescence, nor shall any waiver of any breach or any other provision bf considered a condonement of any continuing or subsequent breach of the same provision 14. NOTICE: Notices required by this Agreement shall be in writing and shall be son by a method which obtains a written receipt. Notices shall be sent to the address lister on the front of this Agreement until such address is changed by written notice. 15. GOVERNING LAW; VENUE: This Agreement is to be governed and construes according to the substantive law of the state where this Agreement is accepted by GTE Customer consents to personal jurisdiction in that state, and the parties further agree tha proper venue shalt be there. 16. SEVERABILITY: Any provision of this Agreement prohibited by law in the state where accepted by GTE shall be ineffective to the extent of such prohibition withou_ invalidating the remaining provisions of this Agreement, unless the general intent of the Agreement would be negated. 1 T. SECTION HEADINGS: The section headings in this Agreement are for convenience only and do not constitute any part of this Agreement and shall not be considered in it° interpretation. 18. AMENDMENTS, MODIFICATIONS AND SUPPLEMENTS: The term "this Agree- ment" shall include future amendments, modifications and supplements. Any amend- ment, modification, supplement or change to this Agreement, to include pen and ink annotations to the typed or primed text, must be in writing and signed (pen and ink annotations to be initialed) by the authorized representatives of the parties, which, for GTE, is the individual authorized to accept this Agreement, 19, ENTIRE AGREEMENT: This Agreement, including attachments, constitutes the entire agreement of the parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, negotiations, proposals and representations, whether written or oral, concerning such subject matter. No representations, understandings. agreements or warranties, express or implied, have been made or relied upon in the making of this Agreement other than those specifically set forth.