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. ,.. VII.. AIVIENDMENT - This CONTRACT constitutes the entire agreement of the parties in the. - : subject matter hereof and may not be changed, modified,, discharged or extended except. by written agreement executed by the COUNTY and IVIAYFIELD VILLAGE: : VIII. TERMINATION . . A. For Cause: MAYFIELD VII.LAGE or the COUNTY breaches any terms for this . . CONTRACT or if any. of the certifications, representa#ions, and warraiities- under this CONTRACT tuin out. not to.be. true or cease to be true, METRO HEALTH : . POLICE or. the COUNTY shall have the right to immediately terminate this-. . CONTRACT by giving :written notice of terirunation.. ? . . . ' B. For Convenience: This CONTRACT may be. terminatetl by the COUNTY or - - ? MAYFIELD VILLAGE upon sixty (60) days prior written notice. M. ' BREACH : OF CONTRACT REMEDIES _-` Upon breach or default of any of the _ provisions, obligations or duties embodied izi this CONTRACT, the parties? may exercist* any.administrative; contiactual, equitable,'or legal remedies available, without limitation. _ . - ' The waiver 'of any occuirence of breach or default is nof a waiver of subsequent _ occurrences, and the parties retain the right. to exercise : all . remedies hereinabove : . mentioned. . If the COUNTY fails to perfonn an obligation or obligations 'undez this . .-? . CONTRACT and tiiereafter such failtre(s) is (are) waived by MAYFIELD VII,LAGE;. such-waiver is iimited tfl the particular failure(s) so waived and sba11 not be. deemed to " ve . waive other failures hereunder. Waiver bp MAYFIELD VILLAGE is not? effecti unless it is in writing and siguedby MAYFIELD VII.LAGE. . . XX. , County' Code. All County contracfs, including this CONTR.ACT, aze subject to a1T applicable ]aws adopted in the Cuyahoga County Code, including but not limited to Titie IV: Ethics, and Title. V: Contracts and Purch$sing. The Cuyahoga Couniy Code and enacted County, ordinanc.es are avaiIable at http:l/code.cuyahogacountyiLs. XXI.. Ethics Requirements. MAYFIELD VILLAGE agrees to remain in compliance with a11 . County. Ethics requirements including, as applicable, Vendor Etlucs Registration; Veridor Ethics Training, and Registration of all I:obbyists retained by the Contractor.. The Contractor sha1.1 consult the Cuyahoga Couaty Office of Inspector Getiezal to ensure it is in full compliance with all County Ethics requiremenRs. The Inspector General's website - may be found at http://inspectorgeneral.cuvahoQacountv.us. - X7II. PUBLIC RECORDS - All pariies hereto acknowledge that tlie COUNTY is a political . subdivision in the State of Ohio and as, sifch is subject the Ohio Revised Code and other law related to the keeping and access to Public Records, including any and all applicsble ` Sunshine Laws, 'open meeting requirements, and retenfion schedulea effecting any and all . . maaner of commuiiication with the COUNTY and any and all documents in any format or media XXIII, GOVERNING- LAW AND JURISDICTION - T'his CONTRACT shall be goveined by and consfrued under.the laws of the State of Ohio without regard to conflicts of law provisions. The parties agree that the state and federal caurts sitting in 01nio will have (02335621 -1) - 3 .