2004-11-08 Regular Meeting, Public Hearing and Workshop Meeting

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the maximum allowable by law if less, from due date until paid. The Client will be responsible for all collection costs and attorney's fees incurred by Valley to obtain payment. 20. Tax Exempt Status: It is mutually understood and agreed upon that charges made by Valley pursuant to this Agreement for the sale of products or services to the Client have been determined without any consideration of additional cost that may be incurred by Valley because of a tax imposed by any lawful governmental authority, including, but not limited to, sales tax, privilege tax, or real or personal property tax. The Client represents that an exemption from the payment of such taxes is appropriate since the Client is a not-for-profit institution. The Client agrees to provide certification of exemption to Valley. Furthermore, the Client shall notify Valley promptly should the status of such certificate be changed or should the legal basis exist to acquire such certificate to be valid. In the event of the imposition of any of the above mentioned taxes on the sale of products or services to the Client, it is agreed that the charges set forth in this Agreement shall be adjusted by an appropriate amount in order to offset this additional cost to Valley. The above mentioned exemption in no way absolves Valley from the payment of federal or state income taxes. 21. Arbitration: Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and shall be binding. The arbitration proceedings shall be held in Jackson, Mississippi. Any proceedings to enforce the terms of this provision shall be held in either Federal District Court for the Southern Division of Mississippi, Hinds County Mississippi State Court, or Rankin County Mississippi State Court. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. 22. Governine: Law: Valley and the Client agree that this Agreement shall be governed by the laws of the State of Mississippi. 23. Headine:s and Captions: All headings and captions appearing in this Agreement are inserted for purposes of convenience and reference only, and shall not be used to construe or interpret any provision hereof. 24. Entire Ae:reement; Modification: It is mutually agreed that this Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof, and supersedes all existing Agreements between the parties concerning such subject matter. It is further agreed that no alterations or amendments shall be made to this Agreement unless they be in writing and approved by both parties. 25. Authority: Valley and the Client each represent that the person executing this Agreement on their behalf has been duly and validly authorized to execute this Agreement on their behalf and that they have full power and authority under all applicable laws and their respective articles of 5