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by Mayfield Village is not effective unless it is in writing and signed by Mayfield Village. XX. COUNTY CODE — All County contracts, including this Contract, are subject to all applicable laws adopted in the Cuyahoga County Code, including but not limited to Title IV: Ethics, and Title V: Contracts and Purchasing. The Cuyahoga County Code and enacted County ordinances are available at http://code.cuyahogaCounty.us. XXI. ETHICS REQUIREMENTS — Mayfield Village agrees to remain in compliance with all County Ethics requirements including, as applicable, Vendor Ethics Registration, Vendor Ethics Training, and Registration of all Lobbyists retained by the Mayfield Village. Mayfield Village shall consult the Cuyahoga County Office of Inspector General to ensure it is in full compliance with all County Ethics requirements. The Inspector General's website may be found at http://inspectorgeneral.cuyahogaCounty.us. XXII. PUBLIC RECORDS — All Parties hereto acknowledge that the County is a political subdivision in the State of Ohio and as such is subject to the Ohio Revised Code and other laws related to the keeping and access to Public Records, including any and all applicable Sunshine Laws, open meeting requirements, and retention schedules effecting any and all manner of communication with the County and any and all documents in any format or media. XXIII. GOVERNING LAW AND JURISDICTION — This Contract shall be governed by and construed under the laws of the State of Ohio without regard to conflicts of law provisions. The Parties agree that the state and federal courts sitting in Ohio will have exclusive jurisdiction over any claim arising out of this Contract, and each party consents to the exclusive jurisdiction of such courts. Mayfield Village hereby agrees not to challenge any provision in this Contract, including this Governing Law and Jurisdiction provision, and not to attempt to remove any legal action outside of Cuyahoga County for any reason. XVII. COUNTERPARTS AND FACSIMILE/ELECTRONIC EXECUTION — This Contract may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Contract (and each amendment, modification and waiver in respect of it) by facsimile or other electronic transmission, including email, shall be as effective as delivery of a manually executed original counterpart of each such instrument. XVIII. ELECTRONIC SIGNATURES - By entering into this Contract, Mayfield Village agrees on behalf of its officers, employees, subcontractors, subgrantees, agents or assigns, to conduct this transaction by electronic means by agreeing that all documents requiring the County signatures may be executed by electronic means and that the electronic signatures affixed by the County to said documents shall have the same legal effect as if the signature was manually affixed to a paper version of the document. Mayfield Village also agrees to be bound by the provisions of Chapters 304 and 1306 of the Ohio Revised Code, as they pertain to electronic transactions, and to comply with the electronic signature policy of Cuyahoga County. 4888-0814-7696, v. 1