2017 025 Ordinance - Laserfiche WebLink

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5. In the event of any dispute or disagreement between County Planning and Mayfield Village with respect to the interpretation of any provision of this MOU, or with respect to the performance of the Scope of Work hereunder by County Planning which cannot be resolved in the. normal course of business, then upon written notice of either Party to the other adhering to the following: a) Each Party agrees to meet for the purpose of endeavoring in good faith to resolve the dispute; b) 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 c) The rights and obligations of the parties under this Section shall not limit either Party's right to terminate this MOU as otherwise permitted hereunder. 6. This MOU shall be governed by and construed in accordance with the- laws of the State of Ohio. 7. In the event that any provision of this MOU is deemed to be severable or invalid, and if any term, condition, phrase or portion of this MOU shall be determined to be unlawful or otherwise unenforceable, the remainder shall remain in full force and effect, so long as the clause severed does not affect the intent of the parties. If a court should find that any provision of this MOU to be invalid or unenforceable, but that by limiting said provision it would become valid and enforceable, then said provision shall be deemed to be written, construed and enforced as so limited. 8. Neither party to this MOU may assign or transfer the responsibilities or agreement made herein without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld. 9. This MOU constitutes the entire understanding of the Parties pertaining to all matters contemplated hereunder at this time. The Parties signing this MOU desire or intend that any implementing contract or other agreement entered into between the Parties in writing subsequent hereto shall supersede and preempt any conflicting provision of this MOU. 10. By entering into this Agreement, the parties agree on behalf of themselves and their respective officers, employees, agents or assigns, that this transaction may be conducted by electronic means by agreeing that all documents requiring signatures by County Planning and Mayfield Village may be executed by electronic means, and that the electronic signatures affixed by County Planning and/or Mayfield Village to said documents shall have the same effect as if that signature was manually affixed to a paper version of the document. This MOU is hereby agreed, acknowledged and executed by the duly authorized representatives below.