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