2017 024 Ordinance - Laserfiche WebLink

Home Browse Search

hereby agrees not to challenge this Governing Law and Jurisdiction provision, and further agrees not to attempt to remove any legal action outside of Cuyahoga County for any reason. 5.3 Entire Contract. This Contract, in addition to the incorporated documents specified in Section 1.1, constitute the entire Contract between the parties and supersede any and all inconsistent representations, written or oral, between the parties. 5.4 Contract Interpretation and Construction. In the event an ambiguity or question of intent or interpretation arises, this Contract 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 provisions of this Contract. 5.5 Authority. Each signatory hereto certifies that he or she is duly authorized and empowered to sign and deliver this Contract on behalf of all entities named below on whose behalf he or she has so acted. 5.6 Prohibition on Assi ug~nent. The Village may not assign, directly or indirectly, all or part of its rights or obligations under this Contract without prior written consent from the County. 5.7 Time of Performance. Time of performance is of the essence of each and every term, provision, and condition contained in this Contract. 5.8 Successor and Assigns. All terms, covenants, conditions and provisions of this Contract shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, devisees, executors, administrators, legal representatives, and permitted successors in interest and assigns. 5.9 Paragraph Headings; Gender and Number. The headings inserted at the beginning of each paragraph of this Contract are for convenience and reference only and shall not define, limit, describe, or otherwise affect or be used in the construction of any of the terms or provisions hereof. The use of any one gender shall include all others. The plural number shall include the singular, and the singular number the plural, wherever the context so admits. 5.10 Herein/Includin~. The terms "herein," "hereof," "hereunder" or words of similar import shall be deemed to refer to this Contract in its entirety unless otherwise specifically stated. Whenever the word "including," "includes" or any variation thereof is used herein, such term shall be construed as a term of illustration and not a term of limitation. For example, the term "including" shall be deemed to mean "including, without limitation", and the term "includes" shall be.deemed to mean "includes, without limitation". 5.11 Amendment. No alteration, amendment or modification hereof shall be valid unless executed by an instrument in writing by the parties hereto with the same formality as this Contract. 5.12 Counterparts. This Contract maybe executed in multiple counterparts, each of which; when so executed, shall be deemed an original, and all of which shall together constitute one and Page 4 of 9