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5 <br /> <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, obtaina ble 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 Compensat ion), 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 />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 incorpora ted in <br />written amendment to this Contract. <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 <br />the Contract amount, time extensions granted for the completion of performance, and changes <br />in the scope of Contractor's services or projects which do not alter the basic Project purpose <br />may be authorized by the Mayor or designee without the need for City Council approval. <br />XIV. Venue