2023-043 Ordinance - Laserfiche WebLink

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School District without violating applicable laws relating to confidentiality of municipal income tax information. Section 5. Revised Code Section 5709.82. Except as provided in Section 2 hereof and consideration for the City's agreement to make the payments provided for herein, the School District agrees that the CRA Exemption, as approved by the School District in its Board Resolution, are not subject to the provisions of Revised Code Section 5709.82, and the School District waives any right to compensation pursuant to Revised Code Section 5709.82 in connection with the CRA Exemption except as provided in Section 2. Section 6. Amendment. This Agreement may be amended or modified by the parties only in writing, signed by both parties to the Agreement. Section 7. Defaults. A Party shall be in default of this Agreement if (a) a party fails to make any payment in this Agreement when due, and any such failure continues for thirty (30) days after receiving written notice of default from the other party; (b) the party fails to perform any material obligation under this Agreement and such failure continues uncured for more than thirty (30) days after receiving a written notice of default from any other party (a "Default Notice'); or (c) a party becomes insolvent or unable to pay its debts as they become due. Any such default, which continues uncured beyond the thirty (30) day cure period above, shall constitute an "Event of Default." Upon the occurrence of an Event of Default, beyond any applicable cure periods, and as long as the Event of Default is continuing, a non -defaulting party may, at its sole option, exercise one or more of the following remedies: (a) proceed by appropriate court action to enforce the terms of, recover actual and reasonable direct damages for the breach of this Agreement; (b) demand payment; and/or (c) exercise any other remedy which may be available to the party under applicable law. Section 8. Limitation of Liability. No Party shall be liable for more than the sum of all payments owed by that Party under this Agreement. In no event will any Party be liable to another Party under this Agreement for any indirect, reliance, exemplary, incidental, speculative, punitive, special, consequential or similar damages that may arise in connection with this Agreement. Section 9. Effective Date. This Agreement shall become effective on the Effective Date as of the last date signed by all Parties and shall remain in effect for such period as the CRA Exemption or CRA Agreement is in effect with respect to the Project. Section 10. Entire Agreement: Waiver of Notice. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements, and undertaking of every kind and nature between the parties with respect to the subject matter of this Agreement. The School District waives any and all notices of the CRA Agreement or the CRA Exemption from taxation provided for in the CRA Agreement for the Project, required by Ohio law, including, without limitation, Revised Code Sections 3735.671 and 5709.83. Section 11. Notices. All payments and notices under this Agreement must be hand - delivered (with receipt acknowledged) or sent by the first class U.S. mail, postage prepaid, and are