2021 24 RESOLUTION - Laserfiche WebLink

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received from the Village under this Agreement. G) Entire Agreement. This Agreement and the Exhibits attached hereto set forth the complete understanding and agreement of the parties. No oral statements, representations or agreements other than contained in this Agreement shall have any force or effect and the Village and Developer agree that they will not rely on any representations or agreements other than those contained in this Agreement. 7) Miscellaneous. a) Village Council. This Agreement and all terms and provisions hereof are subject to and conditioned upon the approval of the Mayfield Village Council. b) Approvals of the Village. Any provision of this Agreement requiring the approval of the Village, the satisfaction or evidence of satisfaction from the Village, certificate or certification by the Village where the opinion of the Village, shall be interpreted as requiring action by the Mayor, Planning Commission, Architectural Review Board, Zoning Board of Appeals, or Village Council (or such other applicable official(s) as the Mayor may from time to time appoint or designate) granting, authorizing or expressing such approval, satisfaction, certification or opinion, as the case may be, unless such provision or the administrative procedures applicable to the Village expressly provide otherwise. c) Severability. If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement and this Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had not been contained herein. d) Waiver. The failure of either party to insist, in any one or more instances, upon a strict performance of any of the terms and conditions of this Agreement, or to exercise any option or right contained herein, shall not be construed as a waiver or a relinquishment for the future right or option, but same shall continue and remain in full force and effect. The continued performance by either party of this Agreement with knowledge of the breach of any term or condition hereof shall not be deemed a waiver of such breach, and no waiver by either party of any provision hereof shall be deemed to have been made, or operate as estoppel, unless expressed in writing and signed by such party. e) Notices. All notices herein authorized or required to be given hereunder shall be sent by certified mail, registered mail or overnight express, postage prepaid, to the following addresses, or such other addresses as the parties may from time to time designate in writing: If to the Village: