|
taken under this Agreement, or any application thereof, is held to be illegal or invalid for any reason, or is
<br />inoperable at any time, that illegality, invalidity or inoperability shall not affect the remainder thereof or
<br />any other section or provision of this Agreement or any other covenant, agreement, stipulation, obligation,
<br />act or action, or part thereof, made, assumed, entered into or taken under this Agreement, all of which
<br />shall be construed and enforced at the time as if the illegal, invalid or inoperable portion were not
<br />contained therein.
<br />All illegality, invalidity or inoperability shall not affect any legal, valid and operable section,
<br />provision, covenant, agreement, stipulation, obligation, act, action, part or application, all of which shall
<br />be deemed to be effective, operative, made, assumed, entered into or taken in the manner and to the full
<br />extent permitted by law from time to time.
<br />SECTION 15. GOVERNING LAW AND CHOICE OF FORUM. This Agreement shall be
<br />governed by and construed in accordance with the laws of the State of Ohio. All claims, counterclaims,
<br />disputes and other matters in question between the City, its agents and employees; the Developer, its
<br />employees, contractors, subcontractors and agents; and any individual Owner, its employees, contractors,
<br />subcontractors and agents arising out of or relating to this Agreement or its breach will be decided in a
<br />state court of competent jurisdiction within the State of Ohio.
<br />SECTION 16. ENTIRE AGREEMENT. This document (with its exhibits) contains the entire
<br />agreement between the parties and supersedes any prior discussions, representations, warranties, or
<br />agreements between them respecting the subject matter. No changes or amendments shall be made or be
<br />binding unless made in writing and signed by each of the parties.
<br />SECTION 17. NO CITY EXPENDITURES IN YEAR OF EXECUTION. Nothing contained in
<br />this Agreement shall be construed to require the City to expend funds in connection with the performance
<br />of this Agreement in fiscal year 2021.
<br />SECTION 18. ADDITIONAL DOCUMENTS; AMENDMENT. The parties hereto agree for
<br />themselves and their respective successors, assigns and transferees, to execute any further agreements,
<br />documents or instruments as may be reasonably necessary to fully effectuate the purpose and intent of this
<br />Agreement in compliance with all laws and ordinances controlling this Agreement. Any amendment to
<br />this Agreement must be in writing and signed by or on behalf of all parties or their respective permitted
<br />successors, assigns, and transferees.
<br />SECTION 19. ASSIGNMENTS. This Agreement shall be binding on the parties hereto and their
<br />respective successors and assigns. Except as otherwise discussed below, this Agreement may not be
<br />assigned by any party hereto without the written consent of the other party, not to be unreasonably
<br />withheld. Notwithstanding the foregoing, the Developer may, without the prior written consent of the
<br />City, assign this Agreement to (i) a lender or its designee in connection with financing obtained for the
<br />Development (as described in the Development Agreement), and/or (ii) following completion of the
<br />initial construction of the Development and the issuance of certificates of occupancy, any assignee in
<br />interest to the Development, so long as such assignee executes an assignment and assumption agreement
<br />in a form acceptable to the City pursuant to which the Assignee agrees to assume the obligations of the
<br />Developer (or a successor to the Developer) under this Agreement. Assignments conducted pursuant to
<br />the foregoing sentence shall be referred to herein as "Permitted Assignments". The Developer shall
<br />provide written notice to the City of any Permitted Assignments no later than thirty (30) days after the
<br />effective date of such assignment. All representations and warranties of the Developer and the City
<br />herein shall survive the execution and delivery of this Agreement.
<br />7
<br />15836951v9
<br />
|