Agenda - Council - 04/23/2024 - Laserfiche WebLink

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SECTION 23.2 - NO PARTNERSHIP OR JOINT VENTURE: Nothing contained in this Agreement shall constitute or be construed to be or create a partnership or joint venture between Owner and Manager. SECTION 23.3-ADDITIONAL DOCUMENTS: Each party shall execute, acknowledge, or verify and deliver any and all documents necessary from time to time to carry out the purposes and intent of this Agreement. SECTION 23.4— SEVERABI LITY: It is the intention of the parties to comply fully with all laws and public policies, and this Agreement shall be construed consistently with such laws and public policies to the extent possible. To the extent that any court of competent jurisdiction is unable to so construe any provision of this Agreement and holds such provision or any part thereof to be invalid, such holding shall in no way affect the validity of the remainder of this Agreement. SECTION 23.5 - COMPLETE AGREEMENT: this Agreement contains the entire agreement between the parties and supersedes any prior negotiations, representations, understandings, or agreements among them respecting the subject matter. No change, alteration, modification, addition, or qualification to the terms of this Agreement shall be made or be binding unless made in writing and signed by each of the parties. SECTION 23.6 - NO THIRD-PARTY BENEFIT: this Agreement is intended for the exclusive benefit of Owner and Manager and their respective permitted successors and assigns, and nothing contained in this Agreement shall be construed as creating any right or benefit in or to any third party. SECTION 23.7 — NON-WAIVER: No failure by any party to insist upon strict compliance with any term of this Agreement, to exercise any option, enforce any right, or seek any remedy upon any default of the other party shall affect or constitute a waiver of the first party's right to insist upon such strict compliance, exercise that option, enforce that right, or seek that remedy with respect to that default or any prior, contemporaneous, or subsequent default, nor shall any custom or practice of the parties at variance with any provision of this Agreement affect, or constitute a waiver of, any party's right to demand strict compliance with all provisions of this Agreement. SECTION 23.8 — DRAFTING: Manager and Owner acknowledge that both parties have equally participated in the drafting of this Agreement and that if any term, condition or provision of this Agreement is deemed or construed to be ambiguous or vague, such ambiguity or vagueness shall not be construed in favor of or against any party to this Agreement. SECTION 23.9 - CONSTRUCTION OF AGREEMENT: The captions at the beginnings of the several articles, sections, and subsections of this Agreement are not part of the context hereof, but are merely labels to assist in locating and reading those articles, sections, and subsections, and shall be ignored in construing this Agreement. SECTION 23.10 - COUNTERPART EXECUTION: this Agreement may be executed in several counterparts and each such executed counterpart shall be considered as an original of this Agreement. Facsimile or imaged signatures will have the same legal effect as originals. IN WITNESS WHEREOF, Owner and Manager enter into this Agreement as of the date and year first above written. 14