8948-17 Authorize Agreement to Operate the Small Business Performance Grant Program

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documents and/or information that properly and legally qualifies as a trade secret under Ohio law, Grantee must segregate all protected information and /or documents submitted to the County and conspicuously mark each page as "CONFIDENTIAL — TRADE SECRET." Grantee may not take advantage of this process to mark information /documents that it wishes to keep confidential, but do not qualify legally as a trade secret under Ohio law. This Section shall survive the completion of the Project herein and the termination of this Agreement. SECTION 2.06 Survival of Representations and Warranties All agreements, representations, and warranties made by the Grantee in connection with this Agreement or in any other document or certificate delivered to the County in connection with the transactions contemplated by this Agreement shall survive the delivery of this Agreement and shall continue in full force and effect until the Project is completed. ARTICLE III SECTION 3.01 Governing Law and Jurisdiction This Agreement shall be governed by and construed under the laws of the State of Ohio without regard to conflicts of law provisions. The parties agree that the state and federal courts sitting in Cuyahoga County, Ohio will have exclusive jurisdiction over any claim arising out of this Agreement, and each party consents to the exclusive jurisdiction of such courts. Grantee hereby agrees not to challenge this Governing Law and Jurisdiction provision, and not to attempt to remove any legal action outside of the County for any reason. SECTION 3.02 Disbursement The County shall process a disbursement for the entire Grant of $150,000.00 to the Grantee upon receipt of acceptable documentation that demonstrates that the Grantee has met any and all requirements outlined in Exhibits A, B, and C for the establishment of the Program and the Fund. SECTION 3.03 Grantee's Responsibilities The Grantee shall perform all Project activities hereunder in a fiduciary, professional and efficient manner in accordance with the highest industry standards and practices applicable to the performance of such services. Grantee shall maintain a standard accounting system that will provide effective financial controls and use generally accepted accounting procedures. SECTION 3.04 County's Responsibilities Any provision of this Agreement requiring the approval or consent of the County shall be interpreted as requiring written action by the Director of the Cuyahoga County Department of Development granting, authorizing or expressing such approval or consent, unless such provision expressly provides otherwise. SECTION 3.05 Reporting Requirements The Grantee shall maintain accurate and independent books, records, and other accounting transactions in good order, which sufficiently and properly reflect all receipts, deposits, disbursements, and costs expended during performance of the Project. Such records shall be subject at all reasonable times to inspection, review, or audit by the County or other duly authorized federal, state, or local governments. 4of17