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and continuing thereafter on the 51h of each month of the Term, subject to the terms and conditions of this Agreement, and in an amount not to exceed in total the sum of $120,125.00. 4. Independent Contractor. Contractor is an Independent Contractor, having discretion over the means, methods and details of the Services to be performed consistent with the overall goals of the Wellness Program and shall provide all equipment, materials and labor necessary to perform the Services. Contractor shall provide any necessary training of its employees. Contractor shall be responsible for arranging for Workers' Compensation coverage or equivalent for its employees, and shall deliver to the Village a copy of the certificate showing compliance with such laws, if so requested by the Village, and shall comply with the laws applicable in the Village or the State of Ohio. 5. Contract Documents. The following documents comprise the Agreement between the Village and Contractor: this Agreement and all exhibits hereto, the Grant Agreement, the RFP; and the Village's written acceptance of exceptions or clarifications to the RFP, if any ("Contract Document"). Contractor hereby acknowledges that the Village was awarded a Public Safety Wellness Program Grant for the Services and in performing the Services Contractor shall comply with all obligations under the Grant Agreement, RFP, and any addenda and exhibits thereto. 6. Contract Interpretation. The Contract Documents describe the Services to be provided. In addition, Contractor will provide any Services that may reasonably be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the intended result whether or not specifically called for or identified in the Contract Documents. Words or phrases which have a well-known technical or construction industry or trade meaning and are used to describe Services will be interpreted in accordance with that meaning unless a definition has been provided in the Contract Documents. 7. Counterparts. This Agreement may be executed in multiple counterparts which, when taken together, shall constitute a single signed original as though all Parties had executed the same page. 8. Contractor Insurance and Indemnity. Contractor shall furnish the Village with evidence of general liability insurance from a company licensed by the State of Ohio in the amount of Two Million Dollars ($2,000,000.00) for any accidental occurrence arising out of any act or omission by the Contractor which causes bodily harm or property damage, and shall cause the Village to be named as an additional insured on the policy. Contractor agrees to fully defend, indemnify and hold the Village harmless from any and all claims, demands or causes of action for personal injury, property damage or otherwise arising from, or in any manner connected with, the Services provided under this Agreement. 9. Findings of Recovery. Ohio law prohibits any state agency or political subdivision from awarding a contract, in excess of twenty-five thousand dollars ($25,000.00), for goods, services, or construction to any person against whom a finding of recovery has been issued by the Auditor of State, if that finding is unresolved. Contractor certifies that an unresolved finding for recovery has not been issued against Contractor and attached is a completed Findings for Recovery Certification. 10. Termination for Convenience. This Agreement may be terminated at the convenience of the Village upon thirty (30) days written notice; the thirtieth (30th) day after such written notice is 2 4882-5143-8173, v. 1