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9. Relationship of Parties. Each Party and its personnel are independent in relation to the other Party with respect to all matters arising under
<br />this Contract. Nothing herein shall be deemed to establish a partnership, joint venture, association, or employment relationship between the
<br />Parties. Neither Party may assume or create any obligations on the other's behalf without prior written consent. Each Party shall remain
<br />ponsible for the withholding and payment of all federal, state, and local personal income, wage, eamings, occupations, social security,
<br />rrimployment, sickness and disability insurance taxes, payroll levies, or employee benefit requirements now existing or hereafter enacted and
<br />butable to themselves and their respective personnel.
<br />10. Compliance. The Customer agrees to keep, or cause to keep, all of its facilities in conformity with all applicable federal, state or local laws,
<br />ordinances and regulations, as well as in conformity with requests made by City Wide to facilitate the performance of its Services, and agrees to
<br />fully indemnify, defend and hold harmless City Wide from any loss, injury or damages (including attorneys' fees) caused by the Customer's failure
<br />to abide by the terms of this paragraph and/or this Agreement.
<br />11. Security. City Wide and its employees, agents, contractors and related companies shall not be responsible for cash and personal valuable
<br />items left in the subject building. It is the Customer/tenants' responsibility to have such items locked in a secured area, where City Wide Personnel
<br />do not have access. In the event of a theft, City Wide will fully cooperate with law enforcement agencies.
<br />12. Insurance. Customer shall maintain adequate insurance protection covering the subject premises and its employees, including coverage for
<br />statutory workers' compensation and comprehensive general liability for bodily injury and property damage. City Wide agrees to maintain in effect
<br />at all times during the term of the Services rendered hereunder the following insurance: bodily injury with limits of $1,000,000 for each person
<br />and $1,000,000 for each occurrence, property damage with limits of $1,000,000 per occurrence. Insurance certificates will be fumished upon
<br />request. In addition, City Wide shall maintain worker's compensation insurance as required by applicable law.
<br />13. Term. The term of the Services to be provided hereunder shall commence as set forth herein and shall continue in full force and effect until
<br />terminated as set forth herein. Contract will be renewed on an annual basis by an agreement with both parties. Either Party may terminate the
<br />Services to be provided hereunder upon thirty (30) day written notice, provided that no such termination shall affect Customer's obligation to pay
<br />City Wide for all Services rendered and product provided.
<br />14. Force Majeure. City Wide shall be excused from its performance for a commercially reasonable period of time to the extent that it is
<br />prevented, hindered or delayed by a force majeure occurrence.
<br />15. Assignments. This Agreement shall bind all parties, their heirs, assigns, successors, agents and representatives.
<br />16. Goveming Law. This Agreement shall be governed by the laws of Ohio. The Customer consents to the jurisdiction and venue of any court
<br />in Ohio.
<br />r Arbitration. The parties hereto agree that any dispute respecting the interpretation of this Agreement, a breach hereof or otherwise dealing
<br />Wth this Agreement (and addendums or amendments thereto), may, at City Wide's option, be compelled to be resolved by binding arbitration
<br />conducted in Cuyahoga County (or another location in the greater Cleveland area selected by City Wide). If Customer loses, it shall pay City
<br />Wide's arbitrator fee, as well. In the event the parties cannot agree upon an arbitrator, the parties agree that Midwest Arbitration (and if not
<br />available, then another reputable arbitration company in the greater Cleveland area) shall provide the arbitrator. Informal rules of evidence and
<br />procedure shall apply. It is understood that in the event City Wide is desirous of injunctive relief, it may, at its option, seek such in court without
<br />waiving its rights to have the money damage claims be resolved by an arbitrator.
<br />18. Background checks will be completed on cleaner/s prior to start date. In the event a cleaner/s are terminated or replaced over time,
<br />the client will be notified beforehand, and the replacement will undergo a background check.
<br />THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION TO WHICH,
<br />AT CITY WIDE'S OPTION, THE PARTIES AGREE TO BE BOUND.
<br />IN WITNESS WHEREOF, the Parties have caused this Contract to be executed by their duly authorized representatives as of the date
<br />first written above.
<br />Mayfield Village City Wide Maintenance of Cleveland
<br />Brenda Bodnar, Mayor, Mayfield Village
<br />By:
<br />Stephen Schutt, President of Council, Mayfield Village
<br />J as to Form: &rx-0-10&�J
<br />J. CoynflLaVDirector, Mayfield Village
<br />Print: ARI KNOX
<br />Title: SALES EXECUTIVE
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