4.6 SR 12-02-2024 - Laserfiche WebLink

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To Client:Elk River Fire Department Attn.:Fire Chief 13073 Orono Pkwy NW Elk River,MN Phone:763-350-1105 Email:mdickinson@elkrivermn.gov 14.2 Interpretation.Headings in this Agreement are for convenience only and will not affect its meaning.For purposes of this Agreement,(a)the words “include,”“includes,”and “including ”will be deemed to be followed by the words “without limitation”;(b)the word “or ” is not exclusive;and (c)the words “herein,”“hereof,”“hereby,”“hereto,”and “hereunder ”refer to this Agreement as a whole.This Agreement must be construed simply according to its fair meaning and without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.Each Registration Form,each SOW,and all exhibits other documents referred to in this Agreement must be construed with,and as an integral part of,this Agreement to the same extent as if they were set forth verbatim in the body of this Agreement. 14.3 Amendment and Modification;Waiver.No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.No waiver by any Party of any of the provisions hereof will be effective unless explicitly set MASTER SERVICES AGREEMENT -14 56428.0002.14325562.1 forth in writing and signed by the Party so waiving.No waiver by either party of any default in performance by the other party,or any waiver by either party of any breach,or series of breaches,of any of the terms,covenants,or conditions of this Agreement will constitute a waiver of any subsequent breach of any such terms,covenants,or conditions. 14.4 Severability.If any provision of this Agreement is invalid,illegal,or unenforceable in any jurisdiction,such invalidity,illegality,or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.Upon such determination that any term or other provision is invalid,illegal,or unenforceable,the parties will negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement will be consummated as originally contemplated to the greatest extent possible. 14.5 Choice of Law;Attorneys’Fees.The parties intend for this Agreement to be construed and enforced under the laws of the State of Minnesota,except for its choice of law provisions.The parties specifically exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.The prevailing party in any proceeding will be entitled to recover in any judgment its reasonable attorneys’fees as may be allowed by the court,together with such court costs and damages as may be provided by Law. Page 134 of 211