2024-021 Ordinance - Laserfiche WebLink

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Section 8. Amendment. This Agreement may be amended or modified by the parties only in writing, signed by both parties to the Agreement. Any purported amendment made in violation of this Section shall be void. Section 9. Entire Agreement. 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 undertakings of every kind and nature between the parties with respect to the subject matter of this Agreement. The parties hereto acknowledge and agree that this Agreement is the product of an extensive and thorough, arm's length negotiation and that each party has been given the opportunity to independently review the Agreement with legal counsel, and that each party has the requisite experience and sophistication to negotiate, understand, interpret and agree to the particular language of the provisions of this Agreement. Accordingly, in the event of an ambiguity in or dispute regarding the interpretation of this Agreement, this Agreement may not be interpreted or construed against the party preparing it, and instead other rules of interpretation and construction must be utilized. Section 10. 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 deemed delivered when so delivered or mailed to the respective addresses first set forth above. Either party may change its address for receiving payments or notices by giving written notice of such change to the other party. Section ll. Severability of Provisions. The invalidity of any provision of this Agreement does not affect the other provisions of this Agreement, and this Agreement is to be construed in all respects as if any invalid portions were omitted. Section 12. Liability Limitations: No Debt. No member, official, or employee of the City or any of the City's boards or commissions shall be personally liable to Company or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to Company or successor or on any obligation under the terms of this Agreement. The City's obligations under this Agreement do not constitute debt of the City within the meaning of the Ohio Constitution, and the Company and any of its successors or assigns have no right to have taxes levied by the City or a claim on the City's general fund to satisfy any claims against the City under this Agreement. Any claims against or liabilities on the part of the City under this Agreement shall be satisfied solely from Net TIF Revenues. In no case shall the City be liable for any consequential, indirect or punitive damages, or lost profits. Section 13. No Partnership. This Agreement does not and may not be construed to create a partnership orjoint venture betwcen the City and Company. Section 14. Governing Law. This Agreement shall be governed by the laws of the State of Ohio. Section 15. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same Agreement. Counterparts executed or transmitted by facsimile or -4-