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<br /> agents,and representatives and(2)"Claims"include,but is not limited to,any and all losses,
<br /> claims,demands,expenses(including,but not limited to,attorney's fees and litigation expenses),
<br /> suits,judgments, or damage,irrespective of the type of relief sought or demanded,such as
<br /> money or injunctive relief,and irrespective of whether the amage alleged is bodily injury,
<br /> damage to property,economic loss,general damages,special damages, or punitive damages. If,
<br /> and to the extent,Cities Digital employs or engages subconsultants or independent contractors,
<br /> then Cities Digital shall ensure that each such sub-consultant and independent contractor(and
<br /> subsequent tiers of subconsultants and Cities Digital subcontractors)shall expressly agree to
<br /> defend and indemnify the City to the extent and on the same terms and conditions as the
<br /> Contractor pursuant to this paragraph.
<br /> 14 INSURANCE
<br /> 14.1. Cities Digital shall comply with the following conditions and procure and keep in force
<br /> during the term of this Agreement,at its own cost and expense,the following policies of
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<br /> insurance with companies authorized to do business in the State of Washington,which are rated
<br /> at least"A"or better and with a numerical rating of no less than seven(7),by A.M.Best
<br /> Company and which are acceptable to the City.
<br /> 1. Workers'Compensation.Insurance as required by Washington law and
<br /> Employer's Liability Insurance with limits not less than$1,000,000 per occurrence. If the
<br /> City authorizes sublet work,Cities Digital shall require each subcontractor to provide
<br /> Workers' Compensation Insurance for its employees,unless Cities Digital covers such
<br /> employees.
<br /> 2. Commercial General Liability Insurance on an occurrence basis in an amount not
<br /> less than$1,000,000 per occurrence and at least$2,000,000 in the annual aggregate,
<br /> including but not limited to:premises/operations(including offsite operations),blanket
<br /> contractual liability and broad form property damage.
<br /> 3. Business Automobile Liability Insurance in an amount not less than$1,000,000
<br /> per occurrence,extending to any automobile.A statement certifying that no vehicle will
<br /> be used in accomplishing this Agreement may be substituted for this insurance
<br /> requirement.
<br /> 14.2. The above liability policies shall contain a provision that the policy shall not be canceled
<br /> or materially changed without 30 days prior written notice to the City.No cancellation provision
<br /> in any insurance policy shall be construed in derogation of the continuous duty of Cities Digital
<br /> to furnish the required insurance during the term of this Agreement.
<br /> 14.3. Upon written request by the City,the insurer or his/her agent will furnish,prior to or
<br /> during any Work being performed,a copy of any policy cited above, certified to be a true and
<br /> complete copy of the original.
<br /> 14.4. Prior to Cities Digital performing any part of this Agreement, Cities Digital shall provide
<br /> the City with a Certificate of Insurance acceptable to the City Attorney evidencing the above-
<br /> required insurance and naming the City of Everett,its officers,employees and agents as
<br /> City of Everett/Cities Digital,Inc.Software Agreement Draft 02/17/2012
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