2021-10 - Metroparks Agreement - Laserfiche WebLink

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Party agrees that no representation or warranties of any type shall be binding upon the other Party, unless expressly authorized in writing herein. The headings of sections and paragraphs, if any, to the extent used herein are used for reference only, and in no way define, limit or describe the scope or intent of any provisions hereof. 13.2 Counterparts; Electronic Signature. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed an original, but such counterparts together shall constitute but one and the same instrument. The exhibits attached hereto are hereby incorporated in and made a part of this Agreement. The Parties agrees on behalf of themselves, their officers, employees, subcontractors, sub -grantees, agents or assigns, that this transaction may be conducted by electronic means by agreeing that all documents requiring signatures by the Parties may be executed by electronic means, and that the electronic signatures affixed by the Parties to said documents shall have the same legal effect as if that signature was manually affixed to a paper version of the document. The Parties also agree to be bound by the provisions of Chapter 1306 of the Ohio Revised Code as it pertains to electronic transactions. 13.3 Amendments to Be in Writing. This Agreement shall not be changed, modified, discharged or extended except by written instrument executed by both parties. 13.4 Severability. If any term or provision of this Agreement is held invalid, illegal or unenforceable by any court of competent jurisdiction, the validity, illegality or unenforceability shall not affect any other term or provision hereof. This Agreement shall be interpreted and construed as if such term or provision, to the extent it has been held invalid, illegal or unenforceable, had never been contained herein. 13.5 Municipality and Manager Not Partners. Nothing contained in this Agreement shall be deemed to constitute Municipality and Manager as partners in a partnership or joint venture for any purpose whatsoever. 13.6 Laws of Ohio. This Agreement shall be construed in accordance with the laws of the State of Ohio. 13.7 Compliance with Laws. Each of Municipality and Manager covenants and agrees at all times to comply with all applicable laws of the federal government and the State of Ohio, and local laws, codes, ordinances, rules and regulations and shall be responsible for securing, at its own expense, any and all licenses, permits and certificates of inspection required by law or by this Agreement with respect to its activities hereunder. Without limiting the generality of the foregoing, each of Municipality and Manager, as applicable, shall at all times during the Term subscribe to and comply with the Workers' Compensation Laws of the State of Ohio and pay such premiums as may be required thereunder. 13.8 Approval and Consent. In each case in which this Agreement provides for the approval or consent, such approval or consent shall not be unreasonably withheld, conditioned or delayed, unless the express language of the Agreement provides that approval or consent may be withheld or granted in a Party's sole discretion. [Signatures on next page]