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<br />federal and state unemployment insurance contributions, state disability premiums, and all
<br />similar taxes and fees relating to the fees earned by Service Provider hereunder.
<br />7. Property Damage. The Customer shall provide all residents participating in the
<br />program with blank forms to be completed if any damage occurs to their property. Residents
<br />will return the forms to the Mayfield Village Senior Services Department. Customer shall keep a
<br />record of all reports received and shall advise the Service Provider (usually within 48 hours) of
<br />all damage reported. A copy of the original damage form will be provided to Service Provider
<br />and Service Provider shall verify receipt. Repair of all damage (other than seeding and work that
<br />can only be done weather -permitting), must be completed within fifteen (15) days from the date
<br />the damage report was received by the Customer.
<br />8. Indemnification. Service Provider shall indemnify, defend, and hold harmless
<br />Customer and its officers, directors, managers, shareholders, members, partners, employees,
<br />agents, affiliates, successors, and permitted assigns (collectively "Indemnified Party") against
<br />any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements,
<br />interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees,
<br />fees, and the costs of enforcing any right to indemnification under this Agreement, and the cost
<br />of pursuing any insurance providers, (collectively, "Losses"), arising out of or resulting from any
<br />claim of a third party or Customer arising out of or occurring in connection with Service
<br />Provider's negligence, willful misconduct, or breach of this Agreement. Service Provider shall
<br />not enter into any settlement without Customer's or Indemnified Party's prior written consent.
<br />9. Compliance with Lau. Service Provider is in compliance with and shall comply with
<br />all applicable laws, regulations, and ordinances. Service Provider has and shall maintain in effect
<br />all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its
<br />obligations under this Agreement.
<br />10. Insurance. For the duration of the Term, Service Provider shall, at its own expense,
<br />maintain and carry insurance in full force and effect with financially sound and reputable
<br />insurers, that includes, but is not limited to, commercial general liability with limits no less than
<br />$500,000.00 per occurrence and $1,000,000.00 in the aggregate, including bodily injury and
<br />property damage and completed operations and advertising liability, which policy will include
<br />contractual liability coverage insuring the activities of Service Provider under this Agreement,
<br />and workers' compensation insurance to the extent required by law. Upon Customer's request,
<br />Service Provider shall provide Customer with a certificate of insurance from Service Provider's
<br />insurer evidencing the insurance coverage specified in this Agreement. The certificate of
<br />insurance shall name Customer as an additional insured. Service Provider shall provide
<br />Customer with 10 days' advance written notice in the event of a cancellation or material change
<br />in Service Provider's insurance policy. Except where prohibited by law, Service Provider shall
<br />require its insurer to waive all rights of subrogation against Customer's insurers and Customer or
<br />the Indemnified Parties.
<br />If it shall have any employees providing services for Customer, Service Provider shall
<br />also provide (i), with respect to employees providing services in Ohio, workers' compensation
<br />coverage with the Ohio Bureau of Workers' Compensation and shall otherwise be in compliance
<br />in all respects with the Ohio Workers' Compensation Act and (ii) with respect to employees
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