Agenda - Council - 02/10/2015 - Laserfiche WebLink

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trade meanings shall be so construed. All listing of items shall not be taken to be exclusive, but shall include other items, whether similar or dissimilar to those listed, as the context reasonably requires. (c) The Parties hereby agree that the rights and remedies set forth in this 'Agreement shall be each Party's sole and exclusive rights and remedies against the other Party for any claims arising under this Agreement and relating to any breaches of the representations, warranties or covenants contained in this Agreement. Notwithstanding the foregoing, the Parties agree that if any breach or threatened breach of the representations, warranties or covenants of this Agreement would cause irreparable injury to a Party and money damages would not provide an adequate remedy to such Party, then, in addition to the rights and remedies available to such Party pursuant to this Agreement, such Party shall have the right to obtain equitable relief in the form of a temporary or permanent injunction or order for a specific performance, without the requirement of posting of bond. (d) This Agreement has been fully negotiated between and jointly drafted by the Parties. (e) All actions, activities, consents, approvals and other undertakings of the - Parties shall be performed in a reasonable and timely manner, it being expressly acknowledged and understood that time is of the essence in the performance of obligations required to be performed by a date expressly specified herein. Except as specifically set forth herein, for the • purpose of this Agreement, the standards and practices of performance within the telecommunications industry in the relevant market shall be the measure of a Party's performance. 25.6 Entire Agreement. This Agreement constitutes the entire and final agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements relating to the subject matter hereof, .which are of no further force or effect. The Exhibits, Schedules and Attachments referred to herein are integral parts hereof and are hereby made a part of this Agreement. To the extent that any of the provisionsof any Exhibit hereto are inconsistent with the express terms of this Agreement, the terms, of this Agreement shall prevail. This Agreement may only be modified or supplemented by an instrument in writing executed by each Party and delivered to the Party relying on the writing. 25.7 Relationship of the Parties. The relationship between County and ZAYO shall not be that of partners, agents, or joint venturers for one another, and nothing contained in this Agreement shall be deemed to constitute a partnership or agency agreement between them for any purposes, including federal income tax purposes. County and ZAYO, in performing any of their obligations hereunder, shall be independent contractors or independent parties and shall discharge their contractual obligations at their own risk subject, however, to the terms and conditions hereof. Neither Party shall have the authority to bind the other Party by contract or otherwise or to make any representations or guarantees on behalf of the other Party. ZAYO acknowledges and agrees on its own behalf and that of its subcontractors that it is not entitled to receive any of the benefits received by County employees and is not eligible for workers' or unemployment compensation benefits through the County. ZAYO also acknowledges and agrees, on its behalf and on that of its subcontractors, that no withholding or deduction for state or federal income taxes, FICA, FUTA, or otherwise, will be made from the payments due ZAYO 27 Anoka County Master Fiber IRU 8.14.10