Contract Construction and Administration. The parties expressly agree that this Agreement shall not be assigned by either party. The Agreement and any modifications, amendments, or alterations, shall be governed, constructed, and enforced under the laws of Ohio. The obligations of the City under this Agreement shall be subject to the applicable provisions of the Ohio Revised Code. The Agreement constitutes the entire understanding between the parties and shall not be modified in any manner except by an instrument in writing executed by the parties. If any term or provision of this Agreement or the application thereof to any person or circumstances should, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be effected thereby, and each remaining term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. Notwithstanding any provisions herein contained, it is expressly understood and agreed that the City shall not be construed or held to be a partner, associate, or joint venturer of the Attorneys in the conduct of the provisions of this Agreement. The Attorneys shall at all times have the status of an independent contractor without the right or authority to impose tort or contract liability on the City for contracts entered into by the Attorneys with third parties. The City agrees to make available to the Attorneys all necessary records in the custody of the City and the assistance of all appropriate department employees, as the Attorneys may need for carrying out the work under this Agreement within legal limitations. The City and Attorneys agree that this Agreement is a non-exclusive agreement between the parties. Further, the parties recognize that the City’s usage of the Attorneys shall be at the discretion and direction of the City.
Contract Construction and Administration
