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<br />asserted against someone else who then seeks contribution or indemnity from the City. The
<br />Contractor’s duty to defend and indemnify and hold harmless pursuant to this section is not in
<br />any way limited to, or by the extent of, insurance obtained by, obtainable by, or required of the
<br />Contractor. The Contractor shall not indemnify the City for Claims caused solely by the negligence
<br />of the City. As used in this section: (1) “City” includes the City’s officers, employees, agents, and
<br />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,
<br />or damage, irrespective of the type of relief sought or demanded, such as money or injunctive
<br />relief, and irrespective of whether the damage alleged is bodily injury, damage to property,
<br />economic loss, general damages, special damages, or punitive damages. If, and to the extent,
<br />Contractor employs or engages subconsultants or subcontractors, then Contractor shall ensure
<br />that each such subconsultant and subcontractor (and subsequent tiers of subconsultants and
<br />subcontractors) shall expressly agree to defend and indemnify the City to the extent and on the
<br />same terms and conditions as the Contractor pursuant to this section.
<br /> B. The Contractor 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. Contractor shall be responsible for all obligations relating to federal income tax,
<br />self-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
<br />Contractor agrees to hold the City harmless and indemnify the City from claims, valid or
<br />otherwise, made to the City because of these obligations.
<br /> D. The Contractor 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. Contractor 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, Contractor 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 Contractor 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 Contractor shall be incorporated in
<br />written amendment to this Contract.
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