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2017 Mayfield Village -Solid Waste Collection, Disposal, aged Recycling Services Bid
<br />approval of the Contractor. This section will survive expiration or earlier termination of this
<br />Agreement.
<br />2. GeneralIndemnity
<br />The Contractor will indemnify, save, and hold the Village, its members of council, employees,
<br />agents, officers and consultants (each a "Village Indemnitee") harmless from and against any and
<br />all liabilities, claims, demands, causes of action, penalties, judgments, forfeitures, liens, suits, costs
<br />and expenses whatsoever (including those arising out of death, injury to persons, or damage to or
<br />destruction of property), and the cost and expenses incident thereto (including reasonable attorneys'
<br />fees), which any Village Indemnitee may hereafter incur, become responsible for, or pay out for or
<br />resulting from the performance of the Residential Waste Collection and Recycling Services under
<br />this Agreement, provided that any such claim, damage, loss, or expense: is attributable to bodily
<br />injury, sickness, disease, or death, or to injury to or destruction of tangible property, including the
<br />loss of use resulting there from; and is caused in whole or in part by any negligent act or omission
<br />of the Contractor, anyone directly or indirectly employed by the Contractor, or anyone for whose
<br />acts any of them may be liable, regardless of whether or not it is caused in part by a party
<br />indemnified hereunder. Such obligation will not be construed to negate, abridge, or otherwise
<br />reduce any other right or obligation of indemnity which would otherwise exist as to any party or
<br />person described in this section. Any Village Indemnitee will promptly notify the Contractor of any
<br />assertion of any claim against it for which it is entitled to be indemnified hereunder, will give the
<br />Contractor the opportunity to defend such claim and will not settle such claim without the approval
<br />of the Contractor. This section will survive expiration or earlier termination of this Agreement.
<br />ARTICLE VII -PERFORMANCE ASSURANCE: BREACII AND TERMINATION
<br />1. Performance Assurance
<br />The Contractor agrees to immediately report to the Village any notice or order from any
<br />governmental agency or court or any event, circumstance or condition that may adversely affect the
<br />ability of the Contractor to fulfill its obligations hereunder. If upon receipt of such report or upon
<br />the Village's own determination that any such notice, order, event, circumstance or condition
<br />adversely affects the ability of the Contractor to fulfill its obligations hereunder, the Village will
<br />have the right to demand adequate assurances from the Contractor that the Contractor is able to
<br />fulfill its obligations hereunder. Upon receipt by the Contractor of any such demand, the Contractor,
<br />within fourteen (14) days will submit to the Village its written response. In the event that the
<br />Village does not agree that the Contractor's response will provide adequate assurance of future
<br />performance to the Village, then the Village may, in the exercise of its sole discretion, seek
<br />substitute or additional sources for the delivery of all or a portion of the Residential Waste
<br />Collection and Recycling Services provided by the Contractor, declare the Contractor is in default
<br />of its obligations under this Agreement or take such action the Village deems necessary to assure
<br />that the Residential Waste Collection, Disposal and Recycling Services will be available to the
<br />Village and its Residents.
<br />2. Contractor Breach: Opportunity to Cure and Termination
<br />Upon the material failure by the Contractor to comply with the terms and conditions of the
<br />Agreement, the Village will provide written notice to the Contractor of any such material failure
<br />and demand that any such material failure be cured by the Contractor. The Contractor will have ten
<br />(10) days to provide the Village with written assurance, which can be substantiated by reasonable
<br />proof,,that the material failure to comply with the Agreement has been cured. In the event that the
<br />Contractor fails to provide such written assurance and substantiating proof within the ten (10) days,
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