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Capital Improvement Project Agreement
<br />between ODNR and Village of Mayfield
<br />Division Contract ID # CUYA-047C
<br />facilities to the OPFC or such other State agency selected by ODNR, and Grantee does hereby
<br />consent to such assignment or conveyance. In addition, ODNR has entered into a lease with OPFC
<br />relating to the Bonds and the Project; provided that so long as Grantee shall not default under this
<br />Agreement, such lease shall not affect the Project or the use thereof. ODNR acknowledges that,
<br />absent a default by Grantee, ODNR has no right to use or occupy the Property or Project. ODNR
<br />shall have the right during the Term hereof to enter upon the Property during normal business
<br />hours for purposes of inspection of the Project for compliance with this Agreement.
<br />10. PROHIBITION AGAINST DISPOSITION. Grantee shall not dispose of all or any part
<br />of the Property funded by ODNR through the Term of this Agreement without the prior written
<br />consent of ODNR and OPFC. All notices, demands, requests, consents, approvals, and other
<br />communications to OPFC shall be addressed as follows:
<br />Ohio Public Facilities Commission
<br />30 East Broad Street, 34th Floor
<br />Columbus, Ohio 43215
<br />Attn: Assistant Secretary
<br />11. LIABILITY; WAIVER OF LIABILITY. Grantee shall be solely liable for any and all
<br />claims, demands, or causes of action arising from its obligations under this Agreement. Each party
<br />to this Agreement must seek its own legal representative and bear its own costs, attorney fees and
<br />expenses, in any litigation that may arise from the performance of this Agreement. it is
<br />specifically understood and agreed that ODNR does not indemnify Grantee. Nothing in this
<br />Agreement shall be construed to be a waiver of the sovereign immunity of the State of Ohio or the
<br />immunity of any of its employees or agents for any purpose. In no event shall ODNR be liable for
<br />indirect, consequential, incidental, special, liquidated, or punitive damages, or lost profits. On and
<br />after the date of this Agreement, Grantee agrees not to seek any determination of liability against
<br />ODNR, OPFC, the Treasurer or any department, agency or official of the State in the case of claim
<br />or suit arising from .the Project including acquisition of the Property or any future condition,
<br />construction, operation, maintenance or use of the Property or facilities which may be developed in
<br />relation to the Project. Grantee forever releases and waives any and all claims, demands and
<br />causes of action it may ever possess or assert against ODNR and its employees, agents, officials,
<br />and attorneys arising from, or relating to, the Project.
<br />12. INSURANCE. Unless otherwise agreed by ODNR, Grantee shall maintain, or cause to
<br />be maintained, at no cost to ODNR, commercial general liability insurance and other insurance,
<br />including, casualty insurance, and if applicable, professional liability insurance and builder's risk
<br />insurance, to insure ODNR, OPFC, the Treasurer and the State in an amount and type determined
<br />by a qualified risk assessor to be sufficient to cover the full replacement costs of improvements
<br />funded, in whole or in part, by the State, and for bodily injury, property damage, personal injury,
<br />advertising injury and employer's liability exposures of Grantee. Unless otherwise agreed by
<br />ODNR, such insurance shall remain in force at all times from the Effective Date hereof through
<br />the Term of this Agreement.
<br />Instead of providing the general liability and casualty insurance above, Grantee may name ODNR,
<br />OPFC, the Treasurer and the State as additional insured and/or loss payees, as the coverage
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