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employees or subcontractors of CONTRACTOR and not <br />employees of CITY. CONTRACTOR shall pay all salaries and <br />wages, employer's social security taxes, unemployment <br />insurance and similar taxes relating to employees and <br />shall be responsible for all applicable withholding <br />taxes. CONTRACTOR shall be fully responsible for <br />performance of subcontractors. <br />10. CONTRACTOR shall not assign or transfer any interest in <br />this AGREEMENT, whether by assignment or novation, <br />without the prior written consent of CITY. <br />11. CONTRACTOR agrees to indemnify and hold harmless the CITY <br />and its officers and employees, from and against any and <br />all loss or damage, and from any and all suits, actions <br />and claims filed or brought by any person or persons, <br />arising out of the negligent acts or omissions of <br />CONTRACTOR or of its subcontractors or of the officers, <br />agents, or employees of CONTRACTOR or of its <br />subcontractors in the performance of this AGREEMENT. <br />12. CONTRACTOR shall furnish CITY with an insurance <br />certificate(s) evidencing that it carries Workerfs <br />Compensation Insurance in the statutory amount as <br />required by state law. The policy shall not be canceled <br />nor the coverage reduced except upon thirty (30) days <br />written notice to the CITY. <br />4 <br />