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   <br />  <br />  <br />MSNC021720 12 <br />  <br />c. In addition to any other remedies available to Brady, <br />Brady may terminate this Agreement and discontinue any <br />service(s) if: <br /> 1. Brady's contracted center is substantially <br />damaged by fire or catastrophe or if Brady is unable to obtain any <br />connections or privileges required to transmit signals between the <br />Customer’s premises, the Center or the Municipal Fire or Police <br />Department or other first responder; or <br /> 2. Customer fails to follow Brady's <br />recommendations for the repair or replacement of defective parts <br />not covered under the Warranty. <br /> 3. Brady is unable to obtain or continue to <br />support technologies, TeleCom Services, Communication <br />Facilities, Equipment or component parts thereof that are <br />discontinued, become obsolete or are otherwise not commercially <br />available; or <br /> 4. Customer fails to make payments when due <br />or otherwise breaches this Agreement. <br /> <br />Brady will not be liable for any damages or subject to any penalty <br />as a result of any such termination. If for any reason Brady is <br />unable to continue to provide the service(s) for which it is <br />hereunder contracted, the Customer will have the right to <br />terminate its obligation without penalty. <br /> <br />18. Assignment <br /> <br />Customer may not assign this Agreement. Brady may assign the <br />work of this Agreement, subcontracting the whole of this <br />Agreement, or subcontracting portions of this Agreement. <br /> <br />19. Changes <br /> <br />No modifications, additions or changes may be made to this <br />Agreement, except in a writing signed by both parties. <br /> <br />20. Severability and Waiver <br /> <br />If any term or conditions of this Agreement are invalid, illegal or <br />incapable of being enforced by any rule of law, all other terms and <br />conditions of this Agreement will nevertheless remain in full force <br />and effect so long as the economic or legal substance of the <br />transaction contemplated hereby is not affected in a manner <br />adverse to either Party. Upon any such determination of invalidity, <br />illegality or unenforceability, the Parties shall negotiate in good <br />faith to modify this Agreement so as to affect the original intent of <br />the Parties as closely as possible in an acceptable manner, to the <br />end that the transactions contemplated by this Agreement are <br />consummated to the extent possible. The failure of either Party to <br />insist upon the performance of any of the terms of this Agreement <br />at any time, or to exercise any right, shall not be construed as a <br />waiver of such term or right. <br /> <br />21. Governing Law <br /> <br />This Agreement is made and interpreted under the laws of the <br />State of North Carolina. North Carolina law shall govern this <br />Agreement without regard to any competing choice of law <br />provision. The state court of Guilford County shall be the sole and <br />exclusive jurisdiction for any civil action arising out of this <br />Agreement. <br /> <br />22. Notice <br /> <br />All notices shall be delivered either by e-mail, in person, or via <br />certified mail to the Parties at the addresses listed below. If notice <br />is sent via e-mail or in person, notice shall be considered received <br />the same business day as the e-mail is sent or notice is delivered <br />in person. If notice is sent via certified mail, notice shall be <br />considered received 3 business days after notice is mailed. <br /> <br /> Brady <br /> <br />Legal Name: Brady Trane Service, Inc. <br /> Address: PO Box 13587 <br /> Attn: Legal Notices <br /> Greensboro, NC 27415 <br /> E-mail: notices@bradyservices.com <br /> <br /> Customer <br /> <br />Legal Name: <br /> <br /> Address: <br /> <br /> <br /> <br /> <br /> <br /> E-mail: <br /> <br /> <br /> <br />23. Miscellaneous Provisions <br /> <br />a. This Agreement contains the entire agreement between <br />the parties. <br />b. Any taxes, excises, or other charges imposed on Brady <br />by law, on or incident to the service or material provided under <br />this Agreement, shall be paid by the Customer, or in lieu thereof, <br />the Customer shall provide Brady with a tax exemption certificate <br />acceptable to the taxing authorities. <br />c. Brady shall abide by the requirements of 41 CFR §§ 60- <br />1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit <br />discrimination against qualified individuals based on their status <br />as protected veterans or individuals with disabilities, and prohibit <br />discrimination against all individuals based on their race, color, <br />religion, sex, or national origin. Moreover, these regulations <br />require that Brady takes affirmative action, to employ and <br />advance in employment, individuals without regard to race, color, <br />religion, sex, national origin, protected veteran status or disability. <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br />DocuSign Envelope ID: D17E56D1-C70C-4708-9A2B-CDD895385F28