2021-10 - Metroparks Agreement - Laserfiche WebLink

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9.1.4 A Party fails duly and punctually to pay any monies required hereunder to the other Party within sixty (60) days after receipt of notice given in accordance with Section 11; and 9.1.5 A Party fails to keep, perform, and observe every other promise and agreement set forth herein on its part to be kept, performed, or observed within sixty (60) days after receipt of notice of default hereunder from the other Party, except where fulfillment of its obligations requires activity over a period of time and such other Party has commenced to perform whatever may be required for fulfillment and continues such performance without interruption. 9.2 Remedies for Default. Upon occurrence of any of any default pursuant to Section 9.1, and at any time thereafter during the continuance thereof, the non -defaulting Party may, at its option, exercise concurrently or successively any one or more of the remedies then available to the non -defaulting Party under the laws of the State of Ohio. 9.3 No Waiver of Default. No waiver by either Party at any time of any of the terms or conditions of this Agreement shall be deemed or taken as a waiver at any time thereafter of the same or any other term or condition herein or of the strict and prompt performance thereof. No delay, failure or omission of either Party to take or to exercise any right, power, privilege or option arising from any default, or subsequent acceptance of any commission then or thereafter accrued shall impair or be construed to impair any such right, power, privilege or option to waive any such default or relinquishment thereof, or acquiescence therein and no notice by either Party shall be required to restore or revive any option, right, power, remedy or privilege after waiver by such Party of default in one or more instances. No waiver shall be valid against either Party unless reduced to writing and signed. 10. Dispute Resolution. Municipality and Manager shall negotiate in good faith to resolve all claims, disputes, and other matters in question between the Parties. If the Parties cannot so resolve any claim, dispute, or other matter, then the Parties shall select a method of resolution other than litigation such as, by way of illustration and not limitation, arbitration or mediation, which shall be non -binding, unless otherwise agreed to by the Parties in writing. Should the Parties be unable to resolve any disputes via a method of resolution other than litigation, all actions arising from or relating to this Agreement or the Services or a claim of breach of this Agreement shall be instituted and prosecuted exclusively in a federal or state court located in Cuyahoga County, Ohio, and the Parties consent to the exercise of personal jurisdiction by and exclusive venue in such courts. Each Party shall pay its own legal, auditing, and other fees and expenses in connection with such efforts. Pending final resolution of a claim, dispute or other matter in controversy arising out of or related to this Agreement, the Parties shall proceed diligently with performance of the obligations set forth in this Agreement. 11. Notices. 11.1 Form of Notices. Any notices, consents or approvals required or permitted hereunder shall be in writing and personally delivered or sent by registered or certified mail, and shall be deemed to have been served or given when personally delivered or three (3) days after said notice, consent or approval has been deposited, postage prepaid, in a post office, branch post office, or post office box regularly maintained by the United States Government.