2007 024 Ordinance - Laserfiche WebLink

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13. Time of the Essence. The Parties acknowledge and agree that time is of the essence with respect to the completion of the Obligations. 14. Consents and Waivers. No waiver or consent of any provision of this Agreement shall be effective unless in writing and signed by the waiving or consenting Party. Each waiver or consent, if any, shall be a waiver or consent only with respect to the specific instance involved and shall in no way impair the rights of .the waiving or consenting Party in any other respect at any other time. 15. Assignment and Parties in Interest. This Agreement may not be assigned by any Party without the advance written consent of the other Parties hereto. All terms of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the respective successors and, permitted assigns of the Parties. 16. No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties and is not intended to grant any rights, benefits or defenses to or for the benefit of any other person whatsoever. 17. Modification of this Agreement. No Party, nor the Project Coordinator, shall enter into any modification, amendment or alteration of any nature whatsoever of this Agreement without the prior written consent of the Parties, which consent shall not be unreasonably withheld, conditioned or delayed. This Agreement may not be amended or supplemented except by an instrument in writing executed by the Parties. 18. Arbitration. Any dispute, controversy or claim arising out of or in connection with or relating to this Agreement or any alleged breach hereof shall, upon the request of any Party, be submitted to and settled by arbitration in the State of Ohio pursuant to the rules then in effect of the American Arbitration Association (or at any other place or under any other form of arbitration mutually acceptable to the parties so involved). Any award rendered shall be final and conclusive upon the Parties, and a judgment thereon may be entered in the highest court of the forum, state or federal, having jurisdiction. The expenses of the arbitration shall be borne equally by the Parties to the arbitration, provided that each Party shall pay for and bear the cost of its own experts, evidence and counsel's fees, and further provided that in the discretion of the arbitrator, any award may include the cost of a Party's counsel if the arbitrator expressly determines that the Party against whom such award is entered has caused the dispute, controversy or claim to be submitted to arbitration as a dilatory tactic. Notwithstanding anything in this Section 18 to the contrary, in the event the County initiates litigation in any court, all claims of the Parties arising from such litigation will be submitted to and settled by the court system and this Section 18 will not be binding on the Parties. 19. Headings. The headings of the Sections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof. 20. Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, except for applicable federal law and except as otherwise required by rules of Ohio law that mandate the application of the laws of another forum. This Agreement shall be venued in Cuyahoga County, Ohio, {K0368359.1 }