Laserfiche WebLink
SECTION VII - MISCELLANEOUS <br /> 1. Any written consent, approval or instruction issued by County's representation identified <br /> in Recital C of this Agreement shall be binding to the same extent as if given by County. County <br /> may change the designated County's representative by written notice to Cardell. <br /> 2. In connection with this Agreement, the parties agree to cooperate in good faith and to <br /> perform no act, or allow any omission, which would inhibit the other party from performing its <br /> obligations under this Agreement. <br /> 3. This Agreement, together with the Exhibits and Response to Request for Proposal <br /> constitutes the entire agreement between the parties with respect to the subject matter hereof and <br /> merges all prior and contemporaneous communications. This Agreement shall not be modified <br /> except by a written agreement dated subsequent to the date of this Agreement and signed on <br /> behalf of County and Cardell by their respective duly authorized representatives. <br /> 4. Any notice which either party is required or may desire to give to the other under this <br /> Agreement shall be in writing and shall be given by registered or certified mail, return receipt <br /> requested, postage prepaid, addressed to the party at its address shown on the First Page of this <br /> Agreement. If County or Cardell wish to change its respective address for purposes of notice <br /> under this Agreement, they may do so by giving to the other written notice of change of address. <br /> 5. Nothing in this Agreement shall be construed to create a partnership, a joint venture or <br /> agency relationship between the parties. Neither party shall have any authority to enter into <br /> agreements on behalf of the other, or otherwise to bind or obligate the other in any manner. The <br /> language of this Agreement shall not be construed more strongly against either party, regardless <br /> of which party is responsible for its drafting. <br /> 6. No waiver of any breach of any provision of this Agreement shall constitute a waiver of <br /> any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no <br /> waiver shall be effective unless made in writing and signed by an authorized representative of <br /> the waiving party. <br /> 7. The parties agree that any litigation arising from this Agreement shall be brought in <br /> Indian River County Florida. <br /> 8. In the event of acts or occurrences not caused by County or beyond the control of <br /> Cardell, including, without limitation, acts of God, fire, flood, hurricanes, ice storms, severe, <br /> unusual or unseasonable weather or climatological changes that prevents Cardell from <br /> performing its duties under this agreement, Cardell shall be excused from the performance under <br /> this Agreement during the period of such acts or occurrences and for reasonable times thereafter, <br /> unless Cardell and County can agree on such other duties that can be performed by Cardell. If <br /> Cardell is unable to perform its duties under this agreement for more than 15 consecutive days <br /> due to the acts or occurrences, County may terminate this agreement. <br /> 9. In the event of the sale or other transfer of control over the Course, County will assign <br /> this Agreement to the purchaser or transferee, and upon such assignment and the written <br /> assumptions by the purchaser of all the obligations of County to Cardell hereunder, County shall <br /> 8 <br />