|
5
<br />
<br />and (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, or
<br />damage, irrespective of the type of relief sought or demanded, such as money or injunctive relief,
<br />and irrespective of whether the damage alleged is bodily injury, damage to property, economic
<br />loss, general damages, special damages, or punitive damages. If, and to the extent, Grantee
<br />employs or 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 the Grantee pursuant to this section.
<br /> B. The Grantee 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. Grantee 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,
<br />including but not limited to industrial insurance (Workmen's Compensation), and the 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. The Grantee 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. Grantee 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, Grantee 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 />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.
<br />B. The City or Grantee may from time to time request changes in the scope of the
<br />services to be performed or the Project undertaken hereunder. Such changes which are
<br />mutually agreed upon by and between the City and the Grantee shall be incorporated in
<br />written amendment to this Contract. The City may unilaterally adjust budget items within
<br />Amplifund, and such adjustments are deemed to amend this Contract without need for a
<br />separate amendment.
<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
|