8948-17 Authorize Agreement to Operate the Small Business Performance Grant Program

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ARTICLE IV SECTION 4.01 Complete Agreement This Agreement constitutes the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof. No modification of this Agreement shall be binding upon the parties unless set forth in writing and signed by both parties, or their respective successors or assigns. SECTION 4.02 Parties Bound and Benefitted. This Agreement shall bind and benefit the parties hereto and, as applicable, their respective owners, members, directors, officers, representatives, successors, and assigns. C�xi;�L•L[��ki��L7iIIr.R:7Pl�i Either party's failure to require performance of any item of this Agreement or if it requires performance and does not follow through, shall not affect the non - defaulting party's right to require performance at any time thereafter. Additionally, either party's waiver of any breach or default of this Agreement shall not constitute a waiver of any subsequent breach or default or a waiver of the provision itself or any other provision. SECTION 4.04 Contract Interpretation and Construction In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as though drafted by both parties, and no presumption or burden of proof shall arise favoring or disfavoring one party by virtue of the authorship of any of the items of this Agreement. SECTION 4.05 Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement (and each amendment, modification and waiver in respect of it) by facsimile or other electronic transmission, including email, shall be as effective as delivery of a manually executed original counterpart of each such instrument. SECTION 4.06 Severability If any item of this Agreement is invalid or unenforceable for any reason, this Agreement shall be divisible as to such item and the remainder of this Agreement shall be and remain valid and binding as though such item was not included herein. SECTION 4.07 Cuyahoga County Code All County contracts, including this Agreement, are subject to all applicable County ordinances, resolutions, rules, and policies of the County, including, the Cuyahoga County Code and , , Title 4: Ethics Ordinance and Title 5: Contracts and Purchasing. Copies of all Cuyahoga County Code and all County ordinances are available on the County's web site at http: / /code.cuvahogacountv.us/ and http :council.cuyahogacounty.us /. 7of17