|
<br />
<br /> 6
<br />required of the Contractor. The Contractor shall not indemnify the City for Claims caused solely by the
<br />negligence of the City. As used in this section: (1) “City” includes the City’s officers, employees, agents,
<br />and representatives and (2) “Claims” include, but is not limited to, any and all losses, claims, demands,
<br />expenses (including, but not limited to, attorney’s fees and litigation expenses), suits, judgments, or
<br />damage, irrespective of the type of relief sought or demanded, such as money or injunctive relief, and
<br />irrespective of whether the damage alleged is bodily injury, damage to pro perty, economic loss, general
<br />damages, special damages, or punitive damages. If, and to the extent, Contractor employs or engages
<br />subconsultants or subcontractors, then Contractor shall ensure that each such subconsultant and
<br />subcontractor (and subsequent tiers of subconsultants and subcontractors) shall expressly agree to
<br />defend and indemnify the City to the extent and on the same terms and conditions as the Contractor
<br />pursuant to this section.
<br />
<br /> B. The Contractor agrees to release, indemnify and prom ises 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 />
<br /> C. Contractor shall be responsible for all obligations relating to federal income tax, 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 />
<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 liabilit y
<br />insurance in a form acceptable to the City, in an amount not less than $1,000,000 per occurrence.
<br />
<br />XIII. Complete Agreement
<br />
<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 />
<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 Project 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 />
|