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im EVERETT
<br /> WASHINGTON
<br /> Contractor's duty to defend and indemnify pursuant to this paragraph is not in any way limited
<br /> to, or by the extent of, insurance obtained by, obtainable by, or required of the Contractor. The
<br /> Contractor shall not indemnify the City for Claims caused solely by the negligence of the City. As
<br /> used in this paragraph: (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 paragraph.
<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 /> XI. 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 projects undertaken hereunder. Such changes which are
<br /> 2019 Human Needs Contracts 5
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