RES 141 Draft 01 2012-2014 - Laserfiche WebLink

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7.6. No Third Party Beneficiaries: Nothing contained in this Agreement whether express or implied, is intended to confer upon any person other than the County or Smith Trust, and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement,nor is anything in this Agreement intended to relieve or discharge the liability of any other entity to any party hereto, nor shall any provision hereof give any entity any right of subrogation against the County or Smith Trust. 7.7. Captions: The captions in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions hereof. 7.8. Partial Invalidity: If any provision hereof or the application thereof to any person or circumstance shall to any extend be invalid or unenforceable,the remaining provisions hereof, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby. 7.9. Interpretation of Terms: As used in this Agreement,the masculine shall include the feminine,the singular shall include the plural, and the plural shall include the singular, as the context may require. 7.10. Successors and Assigns: This Agreement shall be binding upon and shall inure to the benefit of Smith Trust and its respective successors and assigns. 7.11. Counterparts: This Agreement may be executed in two or more counterparts, and shall be deemed to have become effective when and only when one or more of such counterparts shall have been signed by or on behalf of both the County and Smith Trust, although it shall not be necessary that any single counterpart is signed by or on behalf of each. All such counterparts shall be deemed to constitute one and the same instrument. An executed counterpart of this Agreement transmitted and received by facsimile shall be deemed for all purposes to be an original, executed counterpart hereof. Duplicated unexecuted pages of the counterparts (whether original or received by facsimile)may be discarded and the remaining pages assembled as one document. 7.12. Authority of Persons Executing: Each person signing below represents and warrants that such person has the requisite authority to bind the entity on whose behalf such person is signing. However, this Agreement is subject to the approval of the County Council. 7.13. Merger: This Agreement embodies and constitutes the entire understanding between the County and Smith Trust with respect to the transaction described herein, and all prior agreements,understandings, representations and statements, oral or written, are hereby merged in this Agreement. 7.14. Agreement Deemed Drafted by All Parties: For purposes of interpreting and construing the terms hereof,this Agreement and each portion of this Agreement shall be deemed to have been drafted by the Smith Trust and the County in equal measure, and accordingly shall not be construed against either party. 8