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<br />or incident to (1) any breach of this Contract or (2) any negligent or intentional acts, errors,
<br />omissions, or conduct by Grantee (or its employees, agents, representatives
<br />subcontractors/subconsultants) relating to this Contract. Grantee is obligated to defend and
<br />indemnify and hold harmless the City pursuant to this section whether a Claim is asserted directly
<br />against the City, or whether it is asserted indirectly against the City, e.g., a Claim is asserted
<br />against someone else who then seeks contribution or indemnity from the City. Grantee’s duty to
<br />defend and indemnify and hold harmless pursuant to this section is not in any way limited to, or
<br />by the extent of, insurance obtained by, obtainable by, or required of Grantee. Grantee shall not
<br />indemnify the City for Claims caused solely by the negligence of the City. As used in this section:
<br />(1) “City” includes the City’s officers, employees, agents, and representatives and (2) “Claims”
<br />include, but is not limited to, any and all losses, claims, demands, expenses (including, but not
<br />limited to, attorney’s fees and litigation expenses), suits, judgments, or damage, irrespective of
<br />the type of relief sought or demanded, such as money or injunctive relief, and irrespective of
<br />whether the damage alleged is bodily injury, damage to property, economic loss, gen eral
<br />damages, special damages, or punitive damages. If, and to the extent, Grantee employs or
<br />engages subconsultants or subcontractors, then Grantee shall ensure that each such
<br />subconsultant and subcontractor (and subsequent tiers of subconsultants and subcontractors)
<br />shall expressly agree to defend and indemnify the City to the extent and on the same terms and
<br />conditions as Grantee pursuant to this section.
<br /> B. Grantee 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 kind,
<br />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. Grantee shall be responsible for all obligations relating to federal income tax, self -
<br />employment FICA taxes and contributions, and all other emp loyer taxes and contributions,
<br />including but not limited to industrial insurance (Workmen's Compensation), and Grantee
<br />agrees to hold the City harmless and indemnify the City from claims, valid or otherwise, made
<br />to the City because of these obligations.
<br /> D. Grantee 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
<br />least $2,000,000 in the annual aggregate, including but not limited to premises/operations
<br />(including off-site operations), blanket contractual liability and broad form property damage.
<br />Grantee shall provide the City with a certificate of insurance in a form acceptable to the City
<br />and an endorsement naming the City, its officers, employees and agents as additional insureds
<br />prior to commencing any work under this Contract. If deemed appropriate by the City, Grantee
<br />shall also maintain professional liability insurance in a form acceptable to the City, in an amount
<br />not less than $1,000,000 per occurrence.
<br />XIII. 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.
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