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Parties shall have the right to have an independent auditor inspect and audit the books and
<br />records of the other Party.
<br />Section 10. Informal Dispute Resolution. Prior to invoking the provisions of Section
<br />11, ifOrCleveland disagrees with the |rDp|ernenh]bon or interpretation of this Agreement, the
<br />PdnU8S will use their best efforts to settle such dispute between thernSdm3S. If, despite good
<br />faith efforts the disagreement cannot be resolved, or Cleveland may request informal dispute
<br />o2sO|ut/OD by providing written notice to the other. The disagreement shall be submitted to the
<br />President Of the Cuyahoga County y48yOrS and Managers AS5VCiat|OD for mediation. Unless
<br />otherwise agreed to by the Parties, mediation shall be concluded no later than 30 days after
<br />receipt of the notice provided for in this Section.
<br />Section 11. Defaults and Remedies. A failure to comply with the terms of this
<br />Agreement shall constitute a default. The Party in default shall have 50 days after receiving
<br />written OOUD8 from the other Pddv of the event ofdefault tO cure that default. If the default is
<br />not cured within that time period, the non -defaulting Party may sue the defaulting Patty for
<br />specific performance under this Agreement Orfor damages orboth. This Agreement may riot be
<br />terminated because 0fadefault unless the Parties agree to such cancellation Ortermination.
<br />Section 12. Amendments. This Agreement may be amended by the Parties only |na
<br />writing approved by the legislative authorities Of both Padj2S by appropriate |egiS|oUVn
<br />authorizing that amendment. In order for Such amendment to be effective, the legislative actions
<br />of the Parties that dnneOd this Agreement must occur and be effective within a period of 90 days
<br />Ofeach other.
<br />Section 13, Binding Effect. This Agreement shall he binding upon the Parties and
<br />their respective permitted successors, Subject, however, to the specific provisions hereof. This
<br />Agreement shall not inure tOthe benefit ofanyone other than as provided in the immediately
<br />preceding sentence.
<br />Section 14. Signing Other Documents. The Parties agree to cooperate with one
<br />another and UOuse their best efforts |Othe implementation o[this Agreement and tOsign 0rcause
<br />to be Signed, in d timely fashion, all other necessary instruments and documents, and to take
<br />such other actions, in order tOeffectuate the purposes ofthis Agreement.
<br />Section 15. SeverabiUity. In the event that any section, paragraph or provision of this
<br />Agreement, Orany covenant, agreement, obligation or action, or part thereof, made, assumed,
<br />entered into 0rtaken, orany application thereof, is held to be illegal Or invalid for any reason:
<br />(1) that i||2ga|ih/ or invalidity shall not affect the remainder hereof orthereof, any other section
<br />or provision hereof, orany other covenant, agreement, obligation Ora{1i0n, or part thereof, made,
<br />assumed, entered into or taken, all of which shall be construed and enforced as if the illegal or
<br />invalid portion were not contained herein Or therein; /Z\ the illegality or invalidity Or any
<br />8pp||[8UOn5 hereof Orthereof shall not affect any legal and valid application hereof Orthereof;
<br />and (3) each 3e[t|0O, paragraph, provision, covenant, agreement, obligation or action, or part
<br />thereof, 3hd|| be deemed to be effective, operative, made, assumed, entered into Ortaken in the
<br />manner and bothe [u|| extent permitted by law.
<br />Section 16. Governing Lawn. This Agreement shall be governed exdusivo|y by and
<br />construed in ac[OndaD[8 with the laws of Ohio, and in particular R.C. 6715.84.
<br />Section 17. Captions and Heading. The captions and headings herein are for
<br />convenience only and in DOway define, limit Ordescribe the scope or intent 0fany provisions Or
<br />Se(t|OnS hereof.
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