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be responsible for any and all damages resulting from the actions or omissions of its officers, officials, employees and agents while same are engaged in the performance of this Project Agreement. TAX If applicable, the Organization shall pay all taxes, all assessments on property, and all payments in lieu of taxes when due. GENERAL TERMS OF UNDERSTANDING The general terms of this Project Agreement are outlined below. A. Any notice or communication required or permitted under this Project Agreement shall be sufficiently given in writing delivered in person or by U.S. mail, to the following: [Organization] Name, Title City address City, Ohio zip Cuyahoga County Planning Commission Mary Cierebiej , AICP Executive Director 2079 E. 9`h Street, Suite 5-300 Cleveland, Ohio 44115 County Planning acknowledges that it is a public body subject to the Ohio Revised Code and other laws related to the keeping of and access to public records, including any and all applicable Sunshine Laws, open meeting requirements, and retention schedules effecting any and all manner of communication and any and all documents in any format or media. C. In the event of any dispute or disagreement between County Planning and the Organization with respect to the interpretation of any provision of this Project Agreement which cannot be resolved in the normal course of business, then upon written notice of either party to the other adhering to the following: 1. Each party agrees to meet for the purpose of endeavoring in good faith to resolve the dispute; 2. No formal action for such dispute may be commenced by the parties until either of the parties concludes in good faith that amicable resolution through continued negotiation of the matter at issue does not appear likely and so notifies the other party; and 3. The rights and obligations of the parties under this Section shall not limit either party's right to terminate this Project Agreement as otherwise permitted hereunder. D. This Project Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.