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General Provisions - 7
<br />representatives subcontractors/subconsultants) relating to this Agreement. Subrecipient
<br />is obligated to defend and indemnify and hold harmless the City pursuant to this section
<br />whether a Claim is asserted directly against the City, or whether it is asserted indirectly
<br />against the City, e.g., a Claim is asserted against someone else who then seeks
<br />contribution or indemnity from the City. Subrecipient’s duty to defend and indemnify and
<br />hold harmless pursuant to this section is not in any way limited to, or by the extent of,
<br />insurance obtained by, obtainable by, or required of Subrecipient. Subrecipient shall not
<br />indemnify the City for Claims caused solely by the negligence of the City. As used in this
<br />section: (1) “City” includes the City’s officers, employees, agents, and representatives and
<br />(2) “Claims” include, but is not limited to, any and all losses, claims, demands, expenses
<br />(including, but not limited to, attorney’s fees and litigation expenses), suits, judgments,
<br />or damage, irrespective of the type of relief sought or demanded, such as money or
<br />injunctive relief, and irrespective of whether the damage alleged is bodily injury, damage
<br />to property, economic loss, general damages, special damages, or punitive damages. If,
<br />and to the extent, Subrecipient employs or engages subconsultants or subcontractors,
<br />then Subrecipient shall ensure that each such subconsultant and subcontractor (and
<br />subsequent tiers of subconsultants and subcontractors) shall expressly agree to defend
<br />and indemnify the City to the extent and on the same terms and conditions as
<br />Subrecipient pursuant to this section.
<br />B. Subrecipient agrees to release, indemnify and promises to defend and save harmless
<br />the City and its officers, agents and employees from any and all liability of any nature or
<br />kind, including all costs and legal expenses, for or on account of any patented or
<br />unpatented invention, process, article or appliance manufactured for use in the
<br />performance of the Agreement, including its use by the City unless otherwise specifically
<br />stipulated in this Agreement.
<br />C. Subrecipient shall be responsible for all obligations relating to federal income tax, self-
<br />employment FICA taxes and contributions, and all other employer taxes and
<br />contributions, including but not limited to industrial insurance (Workmen's
<br />Compensation), and Subrecipient agrees to hold the City harmless and indemnify the
<br />City from claims, valid or otherwise, made to the City because of these obligations.
<br />XVI. Severability
<br />It is understood and agreed by the parties hereto that if any part, term, or provision of this
<br />Agreement is held by a court to be invalid or void, the validity of the remaining provisions shall
<br />not be affected, and the rights and obligations of the parties shall remain in full force and effect
<br />and shall be construed and enforced as if the Agreement did not contain the particular provision
<br />held to be invalid. If it should appear that any provision hereof is in conflict with any statute or
<br />ordinance of the United States, the State of Washington, or City of Everett, said provision which
<br />may conflict therewith shall be deemed modified to conform to such statutory provision.
<br />XVII. Notices
<br /> Notices and other communications by and between the parties hereto shall be in writing, shall be
<br />personally delivered or sent by mail and shall addressed as follows:
<br />CITY: SUBRECIPIENT:
<br />Vicki Dorway As set forth in the Basic Provisions
<br />City of Everett
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