2025-018 Resolution - Laserfiche WebLink

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governmental entities and private nonprofit and philanthropic organizations. Accordingly, in the event of a material decrease in expected funding levels, Contractor reserves the right, upon thirty (30) days' written notice to Recipient, and in Contractor's sole discretion, to cancel and terminale this Agreement or to make substantial changes in service levels, as appropriate. Upon such early termination for convenience or due to funding issues, Contractor shall be entitled to payment, in accordance with the payment provisions, for services rendered up to the termination date and the Recipient shall have no other obligations to Contractor. Contractor shall be obligated to continue performance of Contret services, in accordance with this Contract, until the termination date and shall have no further obligation to perform services after the termination date. Upon termination, the Recipient shall be entitled to a refund from Contractor on a pro rain basis of any advance payments made by the Recipient to Contractor. SECTION 14: LEGAL FEES AND WAIVER In the event of legal action brought by either party for breach of this Contract, the prevailing party shall be entitled to reimbursement of all reasonable costs, expenses and legal fees incurred. Failure to enforce the breach of any portion ofthis Contract by either party shall not constitute a waiver of such right in respect to same many other breach. SECTION 15: VENUE AND GOVERNING LAW All legal proceedings brought in connection with this Contract shall only be brought in a state or federal court located in Cuyahoga County, Ohio. f:ach party hereby agrees to submit to the personal jurisdiction of these courts for any lawsuits tiled there against such party arising under or in connection with this Contract. All questions concerning the validity, operation, interpretation, construction and enforcement of aay terms, covenants or conditions ofthis Contract shall in all respects be governed by and determined in accordance with the laws of the Stale of Ohio without giving elect to the choice of law principles thereof and unless otherwise preempted by federal lay. SECTION Ib: SEVERABILITY If any provision of this Contract shall be declared illegal, void or unenforceable by a court of competent jurisdiction, or in an arbitration proceeding. the other provisions shall not be allected but shall remain infill force and ellect. SECTION 17: FORCE MA.IEURE The parties will exercise every reasonable effort to meet their respective obligations hereunder, but shall not be liable for delays resulting from force majeure or other causes beyond their reasonable control, including, but not limited to, acts of God, Government acts or omissions, fires, strikes, national disasters, pandemics, wars, riots, weather conditions, transportation/traffic problems and/or any other cause whatsoever beyond the reasonable control of the performing party. Any such cause will extend the performance ofthe delayed obligation to the extent of the delay so incurred. SECTION IS: PAYMENTS As consideration for the Contractor satisfactorily performing the Scope of Services set forth in Section4 hereof and complying with other terms of this Contract, the Recipient shall pay the Contractor pursuant to the terms set forth in Section 4. STC and North Olmsted contract 2024