2022 17 RESOLUTION - Laserfiche WebLink

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6. The Contractor shall provide the services hereunder in full compliance with all applicable federal, state and local laws and Village rules and regulations. 7. The Contractor agrees that any personal injury to the Contractor, its employees or third parties or any property damage resulting solely from performances of Services hereunder by Contractor shall be the responsibility of the Contractor. The Contractor agrees to indemnify, defend and hold harmless the Village from and against any claims, damages, liabilities, injuries, expenses or losses, including, but not limited to, reasonable attorney's fees and costs, by reason of any suit, claim, demand, judgment or cause of action initiated by any person, or award of damages arising out of or in connection with this Agreement, except if the same results from the negligence or willful misconduct of the Village or the Village's employees, it being the intent of this provision to absolve and protect the Village from any and all loss except loss due to its negligence or willful misconduct. Contractor specifically agrees to assume the risk of the above stated losses, and this provision is specifically desired by the parties and has been bargained for. Village shall retain the right to be represented by counsel of its own choosing at Contractor's reasonable expense as set forth above. 8. The Contractor agrees that the obligations of Sections 7 and 8 hereof will survive the termination of this Agreement. 9. In the performance of Services, the Contractor agrees that the Contractor shall not have the authority to enter into any contract or agreement to bind the Village and shall not represent to anyone that the Contractor has such authority. 10. The Contractor represents and warrants to the Village that in performing Services, the Contractor will not be in breach of any agreement with a third party relating to the services to be provided. 11. The Contractor may not assign the rights or obligations under this Agreement without the Village's prior written consent. C2. This Agreement contains the entire understanding with respect to the subject matter hereof and may not be amended except by a written agreement executed by the Contractor and of the Village of Mayfield 13. If the Contractor becomes insolvent or files a petition in bankruptcy, and if the Village determines that it is not in its best interest to continue this Agreement, or if the Contractor breaches any provision of this Agreement and has not cured such breach within fifteen (15) days after notice from the Village to do so, the Village may terminate this Agreement without any financial liability to the Village. 14. Any notices to be given shall be sent first class mail to the Village at: Village of Mayfield 6622 Wilson Mills Rd. and to the Contractor at: 15. Dress and Behavior. The Performance is open to the public and is presented in a family environment. Contractor agrees to use language appropriate to such an environment. Contractor further agrees not to wear clothing or display any signage containing images or language that could be considered offensive to such an environment. &01,6- Hazardous Material. Contractor agrees not to bring into the venue any materials, substance, equipment or %pther object which is likely to endanger any person or damage any property. 2