2026-014 Ordinance - Laserfiche WebLink

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understanding between the parties with respect to the transactions contemplated herein, and all prior agreements, understandings, representations, and statements, oral or written, by and between the City and Developer, are superseded and merged into this instrument, and shall be null, void and of no further force and effect from and after the Effective Date. Section 9.4 CaDtions. The captions of the Articles and Sections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement or in any manner limit or define the terms and provisions of this Agreement. Section 9.5 Modification/Amendment. None of the provisions hereof may be waived, modified, amended, discharged, or terminated except by an instrument in writing signed by the parry against which the enforcement of such waiver, modification, amendment, discharge, or termination is sought, and then only to the extent set forth in such instrument. Section 9.6 Governing Law; Waiver of Jury Trial. This Agreement shall be governed by the laws of the State of Ohio. The parties hereby waive any right to trial by jury. Section 9.7 Time. Time is of the essence in the performance of each and every term, condition and covenant contained in this Agreement. Section 9.8 Counterparts. This Agreement may be executed in counterpart, and in several counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the same Agreement. Counterparts executed, transmitted or stored by electronic means (such as e-mailed .pdfs or DocuSign counterparts) shall be deemed original counterparts. Section 9.9 Construction. This Agreement shall not be construed more strictly against one party than against the other. Section 9.10 Severabilitv. If anyone or more of the provisions hereof are for any reason held to be invalid, illegal, or unenforceable in any respect, then this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Section 9.11 Further Assurances. Subject to the express terms and conditions of this Agreement, each party shall take such actions and provide to the other such assurances as may be reasonably requested to consummate the proceedings contemplated hereby, including providing such further documents or instruments reasonably requested by the other party as may be reasonably necessary to effect the purpose of this Agreement and carry out its provisions. The provisions of this Section shall not operate to expand or enlarge the specific obligations of either the City or Developer expressly set forth in this Agreement. Section 9.12 Individual Liabilitv. No member, official, or employee of the City or any of the City's boards or commissions shall be personally liable to Developer 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 Developer or successor or on any obligation under the terms of this Agreement. No member, shareholder, representative, manager or employee of Developer shall be personally liable to the City or any successor in interest, in the event of any default or breach by Developer or for any amount which may become due to the City or successor or on any obligation under the terms of this Agreement. -12- 19575939-4