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accounts related to the County TIF Revenue and the County TIF Account shall be open to <br />inspection during normal business hours by such accountants or other agents as the County may <br />from time to time designate. <br />11. Notices. Any notice required or permitted by this Agreement shall be in writing <br />and shall be deemed to have been sufficiently given for all purposes if personally served, or sent <br />by certified mail or registered mail, or by reputable overnight courier service, all postage and <br />fees prepaid, addressed to the Party to whom such notice is to be given at the address set forth on <br />the signature page below, or at such other address as has been previously furnished in writing, to <br />the other Party or Parties. Notices shall be deemed given upon such personal, courier or express <br />mail delivery or on the third business day following deposit in the U.S. mail as provided above. <br />12. Delays. Any delays in or failure of performance by any Party of its obligations <br />under this Agreement shall be excused if such delays or failure are a result of acts of God, acts of <br />public enemy, acts of the Federal, state or local government, acts of any other Party, acts of third <br />parties, litigation concerning the validity of this Agreement or relating to transactions <br />contemplated hereby, fire, floods, strikes, labor disputes, accidents, regulations or order of civil <br />or military authorities, shortages of labor or materials, or other causes, similar or dissimilar, <br />which are beyond the control of such Party. Notwithstanding the foregoing, where any of the <br />above events shall occur which temporarily interrupt the ability of the Commission and/or the <br />City to transfer or pay the County TIF Revenues, as soon as the event causing such interruption <br />shall no longer prevail, the Commission and the City shall transfer and pay the total amount of <br />County TIF Revenues that have been received by the Commission and the City and are then <br />owing to date, as determined according to the provisions of Sections 1 and 2, above. <br />13. Default. Time is of the essence, subject to Section 12, above. If any payment or <br />any other material condition, obligation, or duty is not timely made, tendered, or performed by <br />any Party, then any other Party may exercise any and all rights available at law or in equity, <br />including damages, but such damages shall be limited to the actual amount that such Party is <br />entitled to receive or retain under this Agreement. No special or punitive damages shall be <br />payable hereunder. <br />14. Section Captions. The captions of the Sections are set forth only for the <br />convenience and reference of the Parties and are not intended in any way to define, limit, or <br />describe the scope or intent of this Agreement. <br />15. Integration and Amendment. This Agreement represents the entire agreement <br />among the Parties with respect to the subject matter and there are no oral or collateral agreements <br />or understandings with respect to the subject matter. This Agreement may be amended only by <br />an instrument in writing signed by the Parties. <br />16. Waiver. The County waives any right to contest in any manner the validity of the <br />Plan, or any of the provisions of the Plan, including, without limitation, the right of the <br />Commission to use the TIF Financing provisions described in Recital B. A waiver by any Party <br />4 <br />5 <br />