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The authorized representatives shall be available via cell phone and e-mail twenty- four <br />(24) hours a day, seven (7) days a week in the event of an emergency or any issue <br />that should arise. <br />K. Relationship of the Parties. The Parties acknowledge and agree that the Company is an <br />independent contractor and is not an agent or employee of the Village. Nothing in this <br />Agreement shall be construed to create a relationship between the Company and the Village <br />of a partnership, association, or joint venture. Further, the Parties acknowledge that <br />Company is paid a fee, retainer or other payment as per Section C of this Agreement; is <br />not eligible for workers' compensation or unemployment compensation; is not eligible for <br />employee fringe benefits such as vacation or sick leave; does not appear on the Village's <br />payroll; and is not controlled or supervised by Village personnel as to the manner of work. <br />Employees, contractors or individuals providing Services on behalf of any "business <br />entity" to the Village under this Agreement are not considered public employees under <br />Ohio law; are not eligible for workers' compensation or unemployment compensation; are <br />not eligible for employee fringe benefits such as vacation or sick leave; do not appear on <br />the Village's payroll; and are not controlled or supervised by Village personnel as to the <br />manner of work. <br />L. Insurance. <br />a. The Company shall secure and maintain, at its own expense, errors and omissions <br />insurance in an amount not less than One Million Dollars ($1,000,000.00) per <br />claim/annual aggregate to protect itself from any claim arising out of the <br />performance of the Services and caused by negligent acts, omissions or negligent <br />acts for which the Company may be legally negligent. The Company shall maintain <br />said coverage for the entire Term and any subsequent Renewal Term. <br />b. In addition to errors and omissions insurance, the Company shall also secure and <br />maintain, at its own expense, insurance for protection from claims under worker's <br />compensation acts, claims for damages because of bodily injury including personal <br />injury, sickness or disease or death of any and all employees or of any person other <br />than such employees, and from claims or damages because of injury to or <br />destruction of property, including loss of use resulting therefrom, and any other <br />insurance prescribed by laws, rules, regulations, ordinances, codes or orders. <br />c. The Company shall secure and maintain, at its own expense, General Liability <br />insurance in an amount not less than One Million Dollars ($1,000,000.00) per <br />occurrence. <br />d. The Company shall secure and maintain, at its own expense, Property insurance for <br />protection from claims or damages because of damage to or destruction of property <br />including loss of use resulting therefrom in an amount not less than Five Hundred <br />Thousand Dollars ($500,000.00). <br />e. The Village shall be held harmless for any damage to the Company's property <br />and/or equipment during the course of performance under this Agreement. <br />f. The above referenced insurance shall be maintained in full force and effect during <br />the Term of this Agreement and any subsequent Renewal Term. Certificates <br />showing that the Company is carrying the above referenced insurance in at least the <br />above specified minimum amounts shall be furnished to, and approved by, the <br />Village prior to the start of work on the project and before the Village is obligated <br />3 <br />4856-2889-0024, v. 1 <br />