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Organizatlon warrants and. represents that it has not employed or retained any <br />company, flrm or person, other than a bonafide employee woricing for the Organization, to solicit or secure this Agreement, and that it has nof paid or agreed <br />to pay any company, firm or person, other than a bonafide employee working for <br />Organization, any fee, commission, per+centage, brokerage fee, gift, or any ather <br />cansiderafion contingent. upon or resulting from the award or making of this <br />Agr+eement. Foc breach or violation. of this 'warranty, the County shall have, the . <br />right to annul thls Agreement vuithout liabifity or in its discretion to deduct from the <br />contract fee or consideration, or otherwise rec:over, the full amount of_sueh fee, <br />commission, gift, percentage, brokerage fee, or contingent fee: <br />D. Entire Agreement. This Agreement oonstitutes the entire agreement 6etween the. <br />parties, either express or implied, with respect to the subject rriatter hereof. No <br />modification of this Agreement shall be binding upon the parties unless set forth <br />in writfng and signed by both parties, or their respective success4rs or assigns. <br />E. No Apparent Authority. Organization recognizes and agrees that no ;public <br />officiai or employee of the County be deemed to have apparent authority to bind <br />the County to any contrac#ual obiigations not properly authorized pursuant to <br />the Couniy's Contracting and Purchasing Procedurea: <br />F. Partfes Bound and Benefitted. This Agreement shall bind and benefi# the parties <br />heneto and, as appllcable, their respective owners, members. directors, oHlcers, <br />representatives, successors, and assigns. G. Nan-waiver. Either parly's failure to require performance of any Item of this <br />Agreement, or if it requires performanca and does not follow through, shall not <br />affect the non-defaulting party's right to require performance at any time thereafter. <br />Additionally, either party's waiver of any breach or default of this Agreerrtent shall <br />not constitute a waiver of any subsequent breach or default or a waiver :of the <br />provision itself or any ather provision. H. Contract Interpretatfon and Construction. In the event an ambiguity or question <br />of intent or interpretation arises, this Agreement shall be construed as though <br />drafted by both parties, and no presumption or burclen of proof shall arlse favoring <br />or disfavoting one party by virtue of the authorship of any of the Items of tfiis . <br />Agreement. <br />f. Counterparts. This Agreement may be executed in any number of counterparts, <br />each.of which shaU be deemed to be an orlginal, and all of which, taken together, <br />shall constifute vne and the same instrument. Delivery of an executed counterpart <br />of a signature page of this Agreement (and each amendment, modificetion and <br />walver. In respect of it) by facsimile or ofher electronic transmission, including <br />emall, shall be as effective as delivery of a manually executed original counterpart <br />of each such instrument. <br />12