2010 013 Ordinance - Laserfiche WebLink

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or claim under or with respect to this MOU or any provision contained herein. 4.8 Limitation on LiabilitV. NEITHER OF THE PARTIES SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDEIVTAL, SPECIAL OR CONSEqUENTIAL DAMAGES;:INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE, WHICH ARISE OUT OF THE PERFORMANCE OR FAILURE TO PERFORM ANY OBLIGATION CONTAINED HEREIN, WHETHER THE CLAIM IS IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILIIY OR OTHERWISE. : 4.9 Assignment. Neither Party may assign nor transfer its rights or obligations under this MOU without the prior written consent of the other Party, except in:.connection with a merger or to a third party who succeeds to all or substantially all of its assets.: Any other attempt to do so shall be null and void. 4.10 Governins Law. Jurisdiction and Venue. This MOU will be governed by and construed in accordance with applicable U.S. federal law and the laws of the $tate of Ohio, without regard to conflict of law principles. Each party consents to the exclusive jurisdiction and venue of the U.S. federal and state courts located in and serving the City of Cleiieland, in connection with any dispute or controversy arising out of or in connection with this MOU and/or its subject matter or the breach thereof. 4.11 Excusable Delavs. Neither party will be held responsible for delays caused by acts beyond its reasonable control, such as utility or communications delays. or failures not caused by such party's negligence or fault, accidents not caused by such party's negligence or fault, or delays related to Force Majeure. Force Majeure includes, without limitation: fire, flood, lightening, explosion, war, act of terrorism, strike, riots, embargo, labor dispute, government requirement, civil or military authority, act of God or nature, acts or failure to act of any governmental authority. 4.12 Notice. All notices under this MOU will be in writing and will be deemed given when delivered personally, by overnight delivery upon written verification of receipt, by facsimile or electronic transmission upon electronic acknowledgment of delivery or receipt, or by certified or registered mail, return receipt requested, upon verification of receipt. Notices will be sent to the applicable address/facsimile number for notice set forth below: For OneCommunitv: For Mavfield".Village: Charles Berry Ted Esbom : Chief Operating Officer Economic DeVelopment Coordinator 800 West St. Clair Ave., 2"d Floor 6622 Wilson Mills Road Cleveland, OH 44113 Mayfield Village, OH 44143 4.13 Severabilitv. If any provision of this MOU is held by a court.of- competent jurisdiction to be unenforceable, invalid or illegal, it will be severed and the remainder of this MOU will remain in full force and effect. 4.14 Non-exclusivitv. The relationship created by this MOU is non-exclusive. IVeither Party shall be restricted from quoting and providing goods or services in the or.dinary course of its business, nor from entering into relationships with other parties with respect to the same or similar matters. Neither Party shall use any information or materials received from or developed jointly with the other Party under this MOU, whether or not confidential or proprietary, in furtherance of any other relationship. 4.15 Approvals. The following representatives concur with the terms of this MOU and are authorized to execute this MOU on behalf of their respective organizations. n- onecomn-iunity Page 3 of 4 Revision 031210