2023-004 Resolution - Laserfiche WebLink

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be prescribed by applicable cdcral and state laws, rules, and regulations, lite parties shall retain these records for a period el three (3) years after final pavntent. Upon reasonable rcquCl. these records shall he made available during the Carol of the Contract and the subsequent three-vcar period Thr ommination by the panics. SECTION 13: TERMINATION Either Party muv terminate this Contract Ibr an} reason, or fur nu reason, upon ninetc 1901 days' advance written notice to the other Party. Ivnher, Recipient acknowledges and agrees that Contractor's operations are depenical noon and funded in subsnuala) pan by quasi - governmental entities and private nonprofit and philanthropic organizations. Accordingly. in the event of matenal decrease in expected funding levels, Contractor reserves the right, upon thins (301 days' tauten nolice to Recipient, and in Cuntrector s sole discretion, to cancel and tcnrtinatc this Agreement or to make substantial changes in service levels. as appropriate. Upon such earls termination f..r convenience or due to funding issues. Contractor shall be entitled to payment, in accordance with the paymerV provisions, for services rendered up to the termination date and the Recipient shall have no otherobligations to Cuntraclor Contractor shall be obligated to continue performance ofContract services, In accordance with this Contract, tried the termination date and shall have no father obligation to perlomt services akcr the Termination date. Upon termination, the Recipient shall be entitled to a refund from Contractor on to pro rata basis ol'any advance p:nntcnts made by the Recipient to Conflict... SECI[ON N: LEGAL ETES AND WAIVER to the eventof kcal action brought by either party for breach of this Contract, the presaihng pant Shall he entitled to rei mbunenient of all Ica sucable costs, expenses and legal fees incurred- Failure to enforce the breach of any portion of this Contract bo either pmay shall not constitute a trailer of s'uch right in respecl to same orally other breach. SECTION 15: VENUE AND GOVERNING LAW All Ices] proceedings hrought in connection with this Contract shall only be brought in a state or federal court located in Cuyahoga County, Ohio_ -not pally hereby agrees to strbm t To the personal jurisdiction of these courts for anolawsuits filed there against such pato arising under or in connection tcith this Contract. All questions concerning the validity. operation. interpl'etaticn. construction and enforcement of any terms, covcnmu.v or cundilions of this Cunlract shall in all respects be governed by and determined In accordance with the lutes of the State at Ohio without giving effect to the choice oflaat principles thereof and unless othenaise preempted bo Ibderal lute. SECTION 16: SEVERABILITY If am provision of the, C-ontract shall be declared illegalvoid or unenforceable by a coup of competent jilt lsdiction, or in an arbitration proceeding, the other proviel..ns shall not be affected batshall remain in tint force and eft"I SECTION 17: FORCE MAJEURE the panics will exercise even reasonable clthn la recd their mspedice obligations hereunder, hill shall not he liable Ibr delays resulting from force majeree or other causes beyond their reasonable control. including. bill not limited w. acts of(iod, Govontrnaot acts II)pe here