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to make any payments to the Company for the work performed under the provision <br />of this Agreement. All such Certificates, with the exception of those for worker's <br />compensation and errors and omissions coverage, shall clearly reflect that the <br />Village of Mayfield is an "Additional Insured". <br />M. Indemnification. <br />a. Professional Liability. Relative to any and all claims, losses, damages, liability and <br />cost, the Company agrees to indemnify and save the Village, its officers, officials, <br />and employees harmless from and against any and all suits, actions or claims for <br />property losses, damages or personal injury arising from the negligent acts, errors <br />or omissions by the Company or its employees. <br />b. Non -Professional Liability (General Liability). To the fullest extent permitted by <br />law, the Company shall indemnify, defend and hold harmless the Village, its <br />officers, officials, employees or any combination thereof, from and against claims, <br />damages, losses and expenses, including but not limited to attorneys' fees, arising <br />out of the acts or omissions of the Company, provided that such claim, damage, <br />loss or expenses is attributable to bodily injury, sickness, disease or death, or to <br />injury to or destruction of property (other than the work itself) including loss of use <br />resulting therefrom, but only to the extent caused by the negligent acts or omissions <br />of the Company, any subconsultant(s) of the Company, its agents, or anyone <br />directly or indirectly employed by them or anyone for whose acts they may be <br />liable. Such obligations shall not be construed to negate, abridge, or reduce other <br />rights or obligations of indemnity which would otherwise exist as to a party or <br />person described in this paragraph. <br />N. No Subcontracting. The Company agrees that it shall perform the work utilizing its <br />employees and will not subcontract the work to another cleaning contractor. <br />O. Assignment of Employees. The Company agrees that it shall permanently assign <br />employee(s) to clean each of the facilities, shall provide in writing to the Village the <br />name(s) of the employee(s) so assigned and shall notify the Village of any change in <br />such permanently assigned employee. Such notification shall be provided before any <br />employee not previously designated arrives on the premises to clean t h e C i v i c C e n t e r. <br />Any change in cleaning personnel can be requested by, and must be approved by, the <br />Village. <br />P. Background Checks. In addition to the Company's procedure for background checks, <br />The Company agrees that any of its employees assigned to clean the Civic Center will be <br />subject to a background check by the Village. <br />Q. Termination of Agreement. The Parties agree that either the Village or the Company <br />may terminate this Agreement with sixty (60) days written notice to the other. <br />R. Applicable Law. The terms of this Agreement shall be construed under the laws of the <br />State of Ohio. <br />4 <br />4856-2889-0024, v. 1 <br />