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17. Resolution of Claims. This Agreement shall be governed by the laws of the State of Ohio. Any dispute or claim
<br />arising out of or relating to this Agreement, or breach thereof, shall be submitted to arbitration in Cuyahoga County,
<br />Ohio under the auspices and rules of the American Arbitration Association; each party shall bear its own fees and
<br />osts.
<br />& Assignment. Contractor acknowledges that it may not assign any of its rights or delegate any of its duties or
<br />obligations under this Agreement.
<br />19. Indemnification. Contractor will defend, indemnify and hold harmless Mayfield Village and Village's officials,
<br />employees, agents, representatives, assigns, insurers, and affiliates from and against all actions, costs, claims,
<br />losses and expenses and/or damages, including attorney's fees, arising out of or resulting from any breach by
<br />the Contractor of Contractor's representations, warranties or agreements hereunder, including by not limited to
<br />negligence or alleged negligence of the Contractor's or the Contractor's employees, representatives or
<br />subcontractors for any injury to any guests or patrons or damage to property of the Venue caused solely or in
<br />part by the Contractor's actions, equipment, instruments or personnel within the control of Contractor.
<br />20. At its sole expense, the Contractor shall procure and keep in force full and adequate insurance coverage of
<br />all of its operations pursuant to this Agreement
<br />The Village of Mayfield is to be named as an Additional Insured with respect to insurance policies. Certificate of
<br />insurance evidencing coverage required above shall be filed with the Village's Office 6622 Wilson Mills, Mayfield
<br />Village, Ohio 44143 at least fifteen (15) days before the furnishing of any services required by this Agreement.
<br />Such certificates shall provide that the insurer will give the Village not less than thirty (30) days advance notice
<br />of any material changes in or cancellation of coverage.
<br />Subject to this paragraph, the Contractor shall be responsible for the acts of its employees and agents while on
<br />A#qIlage property and, accordingly, shall take all necessary measures to prevent injury and loss to persons or
<br />operty located thereon.
<br />21. The Village of Mayfield, as an employer, and as an issuer of contracts, values equality of opportunity, human
<br />dignity, and racial/ethnic and cultural diversity. Accordingly, the Village prohibits and will not engage in
<br />discrimination or harassment on the basis of race, color, religion, national origin, ancestry, sex, age, marital
<br />status, familial status, sexual orientation, disability, or status as a disabled veteran. Further, the Village will
<br />continue to take affirmative steps to support and advance these values consistent with the Village's mission.
<br />This policy applies to admissions, employment, access to and treatment in Village programs, procurements and
<br />activities. This is a commitment made by the Village and is in accordance with federal, state, and/or local laws
<br />and regulations. These concepts are incorporated herein by this reference and shall be accepted by the
<br />Contractor in their entirety.
<br />22. Invalid Provision. If, for any reason, any section, subsection or any portion of this Agreement shall be deemed
<br />by a court of law or arbitrator to be invalid or unenforceable, it is agreed that the same shall not be held to affect
<br />the validity or enforceability of any other section or subsection or portion of this Agreement.
<br />23. Governing Law. This Agreement shall in all respects be interpreted, enforced and governed under the laws of
<br />Ohio, including its conflicts of law provisions. The language of this Agreement shall in all cases be construed as a
<br />whole, according to fair meaning, and not strictly for or against either of the parties.
<br />24. Entirety of Agreement. This Agreement constitutes the entire agreement between Village and
<br />Contractor with respect to the services provided. The parties shall not be bound by or be liable for any statement,
<br />col presentation, promise, inducement or understanding of any kind or nature not set forth or provided herein.
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