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<br /> <br /> 6 <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 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 /> <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 liability <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 /> <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 Project purpose may be authorized by the Mayor or <br />designee without the need for City Council approval.