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B. Contractor shall be solely liable for and obligated to pay directly all applicable payroll
<br /> taxes (including federal and state income taxes) or contributions for unemployment
<br /> insurance or old age pensions or annuities which are imposed by any governmental entity
<br /> in connection with labor used or which are measured by wages, salaries or other
<br /> remuneration paid to its officers, agents or employees and agrees to indemnify and hold
<br /> City harmless from any and all liability which City may incur because of Contractor's
<br /> failure to pay such amounts.
<br /> C. In carrying out the work contemplated herein,Contractor shall comply with all applicable
<br /> federal and state Workers' Compensation and liability laws and regulations with respect to
<br /> the officers,agents and/or employees conducting and participating in the work;and agrees
<br /> that such officers, agents, and/or employees will be considered Independent Contractors
<br /> and shall not be treated or considered in any way as officers, agents and/or employees of
<br /> City.
<br /> D. Contractor agrees to perform its work and functions at all times in strict accordance with
<br /> all applicable federal, state, county and city laws, resolutions, regulations, titles,
<br /> departmental procedures and currently approved methods and practices in the field; and
<br /> that the sole interest of City is to ensure that said service shall be performed and rendered
<br /> in a competent,efficient,timely and satisfactory manner and in accordance with standards
<br /> required by the City.
<br /> 4. Indemnification.
<br /> A. To the fullest extent permitted by law, Contractor shall hold harmless, defend and
<br /> indemnify the City, its City Council, employees and agents from and against any and all
<br /> claims, losses, damages, liabilities and expenses, including but not limited to reasonable
<br /> attorneys' fees, arising out of or resulting from the performance of services under this
<br /> Agreement, provided that any such claim, loss, damage, liability or expense (1) is
<br /> attributable to bodily injury, sickness, disease or death, or to injury to or destruction of
<br /> property, including the loss there from, or to any violation of federal, state or municipal
<br /> law or regulation, and (2) is caused by an adjudicated negligent act, omission or willful
<br /> misconduct of Contractor, any subcontractor, anyone directly or indirectly employed by
<br /> any of them,or anyone for whose acts any of them may be liable,regardless of whether or
<br /> not it is caused in part by any party indemnified hereunder. The City may participate in the
<br /> defense of any such claim without relieving Contractor of any obligation hereunder.
<br /> B. To the fullest extent pennitted by law, the City shall hold harmless,defend and indemnify
<br /> Contractor, its Board of Directors, employees and agents from and against any and all
<br /> claims, losses, damages, liabilities and expenses, including but not limited to reasonable
<br /> attorneys' fees, arising out of or resulting from the performance of services under this
<br /> Agreement, provided that any such claim, loss, damage, liability or expense (1) is
<br /> attributable to bodily injury, sickness, disease or death, or to injury to or destruction of
<br /> property, including the loss there from, or to any violation of federal, state or municipal
<br /> law or regulation, and (2) is caused by an adjudicated negligent act, omission or willful
<br /> misconduct of City, any subcontractor, anyone directly or indirectly employed by any of
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