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EVERETT <br /> III WASHINGTON <br /> employs or engages subconsultants or subcontractors, then Contractor shall ensure that each such <br /> subconsultant and subcontractor (and subsequent tiers of subconsultants and subcontractors) shall <br /> expressly agree to defend and indemnify the City to the extent and on the same terms and conditions as <br /> the Contractor pursuant to this paragraph. <br /> B. The Contractor agrees to release,indemnify and promises to defend and save harmless the <br /> City and its officers, agents and employees from any and all liability of any nature or kind, including all <br /> costs and legal expenses, for or on account of any patented or unpatented invention, process, article <br /> or appliance manufactured for use in the performance of the Contract, including its use by the City <br /> unless otherwise specifically stipulated in this Contract. <br /> C. Contractor shall be responsible for all obligations relating to federal incomelax, self- <br /> employment FICA taxes and contributions, and all other employer taxes and contributions, including <br /> but not limited to industrial insurance (Workmen's Compensation), and the Contractor agrees to hold <br /> the City harmless and indemnify the City from claims,valid or otherwise, made to the City because of <br /> these obligations. <br /> D. The Contractor shall maintain during the term of this Contract commercial general liability <br /> insurance on an occurrence basis in an amount not less than $1,000,000 per occurrence and at least <br /> $2,000,000 in the annual aggregate,including but not limited to premises/operations (including off-site <br /> operations), blanket contractual liability and broad form property damage. Contractor shall provide <br /> the City with a certificate of insurance in a form acceptable to the City and an endorsement naming the <br /> City, its officers,employees and agents as additional insureds prior to commencing any work under this <br /> Contract. If deemed appropriate by the City, Contractor shall also maintain professional liability <br /> insurance in a form acceptable to the City, in an amount not less than $1,000,000 per occurrence. <br /> Xl. Complete Agreement <br /> A. This Contract contains the complete and integrated understanding and agreement <br /> between the parties and supersedes any understanding, agreement or negotiation whether oral or <br /> written not set forth herein. <br /> B. The City or Contractor may from time to time request changes in the scope of the services <br /> to be performed or the projects undertaken hereunder. Such changes which are mutually agreed upon <br /> by and between the City and the Contractor shall be incorporated in written amendment to this <br /> Contract. <br /> C. This Contract may only be changed by a written agreement explicitly stating it is intended <br /> to change this Contract and signed by authorized representatives of the parties hereto; provided, <br /> however, that changes in budget items which do not result in an increase in the Contract amount, time <br /> extensions granted for the completion of performance,and changes in the scope of Contractor's <br /> services or projects which do not alter the basic Projects' purpose may be authorized by the Mayor or <br /> designee without the need for City Council approval. <br /> 5 <br />