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D. COOPERATION STATEMENT Mayfield Village shall cooperate with CCBH in the above described project as follows: 1. Provide maps, assistance and/or direction for CCBH to obtain access and/or samples for testing purposes; 2. The Village will provide aid in opening storm sewer manholes where and when needed. E. COMPENSATION. The Village shall have no obligation to pay the Board for the Scope of Work or services performed identified in Section B. F. INDEPENDENT CONTRACTOR. The Board is performing its duties and obligations under this Agreement as an independent contractor and is not an agent or employee of the Village. The Board shall be responsible for its negligent acts or omissions and the negligent acts or omissions of its employees, officers, or directors, to the extent allowable by law. The entire cost and expense of these services will be provided by NEORSD to CCBH. No financial participation will be required by Mayfield Village. G. EFFECT OF ELECTRONIC SIGNATURE By entering into this Agreement, the parties agree that this transaction may be conducted by electronic means, including, without limitation, that all documents requiring signatures by the parties may be executed by electronic means, and that the electronic signatures affixed by the authorized representatives of the parties shall have the same legal effect as if the signatures were manually affixed to a paper version of the documents. The parties also agree to be bound by the provisions of Chapter 1306 of the Ohio Revised Code as it pertains to electronic transactions. H. TERM AND TERMINATION The term of this Agreement shall begin on and shall end on December 31, 2025, unless extended by the parties by agreement in writing. Either party may cancel this Agreement, for cause, with sixty (60) days written notice to the other party of such intent, when either the progress or results achieved under this Agreement is unacceptable to either party. Prior to cancellation of this Agreement, a meeting will be held by the parties to discuss issues of concern and seek resolution. If this Agreement is canceled by the parties prior to completion, the Board, within twenty (20) days, shall submit a certified final progress report if a percentage of work is completed by the date of cancellation. The Village will pay the Board for the work completed as certified in this statement, subject to the provisions of this Agreement. I. MISCELLANEOUS TERMS a. Waivers and Amendments. The waiver by either Party of any provision of this MOU on any occasion and upon any particular circumstance shall not operate as a waiver of such provision of this MOU on any other occasion or upon any other circumstance. This MOU may be modified or amended only via a writing signed by both Parties. b. Assignment. Neither Party shall have the right to assign this MOU to any third party. Any such attempted assignment will be null and void.