Senior Services of Snohomish County 2/7/2018

expressly agree to defend and indemnify the City to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. B. The Contractor agrees to release, indemnify and promises to defend and save harmless the City and its officers, agents and employees from any and all liability of any nature or kind, including all costs and legal expenses, for or on account of any patented or unpatented invention, process, article or appliance manufactured for use in the performance of the Contract, including its use by the City unless otherwise specifically stipulated in this Contract. C. Contractor shall be responsible for all obligations relating to federal income tax, self- employment FICA taxes and contributions, and all other employer taxes and contributions, including but not limited to industrial insurance (Workmen's Compensation), and the Contractor agrees to hold the City harmless and indemnify the City from claims, valid or otherwise, made to the City because of these obligations. D. The Contractor shall maintain during the term of this Contract commercial general liability insurance on an occurrence basis in an amount not less than $1,000,000 per occurrence and at least $2,000,000 in the annual aggregate, including but not limited to premises/operations (including off-site operations), blanket contractual liability and broad form property damage. Contractor shall provide the City with a certificate of insurance in a form acceptable to the City and an endorsement naming the City, its officers, employees and agents as additional insureds prior to commencing any work under this Contract. If deemed appropriate by the City, Contractor shall also maintain professional liability insurance in a form acceptable to the City, in an amount not less than $1,000,000 per occurrence. XI. Complete Agreement A. This Contract contains the complete and integrated understanding and agreement between the parties and supersedes any understanding, agreement or negotiation whether oral or written not set forth herein. B. The City or Contractor may from time to time request changes in the scope of the services to be performed or the projects undertaken hereunder. Such changes which are mutually agreed upon by and between the City and the Contractor shall be incorporated in written amendment to this Contract. C. This Contract may only be changed by a written agreement explicitly stating it is intended to change this Contract and signed by authorized representatives of the parties hereto; provided, however, that changes in budget items which do not result in an increase in the Contract amount,time extensions granted for the completion of performance, and changes in the scope of Contractor's services or projects which do not alter the basic Projects' purpose may be authorized by the Mayor or designee without the need for City Council approval. XII. Venue Venue for any lawsuit arising out of this Contract shall be in Snohomish County, Washington. The laws of the State of Washington shall govern this Contract. 5