2008 033 Ordinance - Laserfiche WebLink

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Agreement between Cuyahoga County Board of County Commissioners and Mayfield Village the COUNTY must approve all subcontractors. ANCHOR shall be solely responsible for, and shall defend, indemnify, and hold the COUNTY, its officers and employees, harmless for all compensation to be paid for subcontractor services, and shall be responsible for any liability arising therefrom which is attributable to the acts or omissions of ANCHOR, its subcontractors, or their trustees, officers, members, employees, or agents, under this Agreement. C. ANCHOR, to the fullest extent permitted by State of Ohio law and decisions there under, shall defend, indemnify and hold the COUNTY, its officers and employees, harmless for any and all damages, claims, liabilities, and expenses, which are attributable to the actions or omissions of ANCHOR, or its trustees, officers, employees, or agents, under this Agreement. D. The relationship between COUNTY and ANCHOR is that of client and independent contractor and nothing in this Agreement shall be deemed or construed as creating a principal, agent, partnership, joint venture, or exclusive dealing relationship between the parties. No agent, employee or servant of ANCHOR or any of its subcontractors shall be deemed to be an employee, agent or servant of Cuyahoga County for any reason. ANCHOR will be solely and entirely responsible for its acts and the acts of its agents, employees, servants and subcontractors during the performance of this Agreement. E. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the remaining provisions of this Agreement shall not be effected thereby. F. Entire Agreement. This Agreement constitutes the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding on either party except to the extent incorporated in this Agreement. G. Waiver. The waiver of any breach of any provision of this Agreement by either party shall not be deemed to be a waiver of any preceding or subsequent breach. No failure or delay of either party in the exercise of any right given under this Agreement or pursuant to applicable law shall constitute a waiver thereof, nor shall any partial exercise of any right preclude further exercise thereof. H. Notices. Any notice required or permitted by this Agreement shall be deemed sufficient, if given by written communication delivered by hand, overnight courier, or deposited in the United States regular or certified mail, postage paid and addressed as follows: If to Department of Development, at the following address: Director Department of Development 112 Hamilton Court Cleveland, Ohio 44114 H:~Economic Development~Blue Ribbon~Innovation Zones~Applications~Ivlayfield Village~I'hase I1Mayfield 8 CIZ Phase I Contract DRAFT 07-17-2008.doc