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4. City shall bind every contractor by the terms of this Agreement as far as such terms <br /> are applicable to the contractor's work, including, without limitation, all <br /> indemnification, insurance and bond requirements. City shall be fully responsible to <br /> District for acts and omissions of its contractor(s) and of persons either directly or <br /> indirectly employed by City or its subcontractors. Nothing contained in this <br /> Agreement, however, shall create any contractual relations between any City <br /> contractor or subcontractor and District. <br /> VI. COMPLETE AGREEMENT: <br /> a. This Agreement, including any attachments incorporated herein and made applicable by <br /> reference, constitutes the complete and exclusive statement of the terms and conditions of this <br /> Agreement between the Parties,which supersedes all prior representations, understandings and <br /> communications between the parties.The invalidity in whole or in part of any term or condition <br /> of this Agreement shall not affect the validity of other term(s) or conditions(s) of this <br /> Agreement. The above referenced Recitals are true and correct and are incorporated by <br /> reference herein. <br /> b. Any modification of this Agreement shall only be by amendment upon written mutual consent <br /> of all Parties. All modifications, amendments, changes and revisions of this Agreement in whole <br /> or in part, and from time to time, shall be binding upon the Parties so long as the same shall be <br /> in writing and executed by each Party. <br /> c. A Party's failure to insist on any instance(s) of any other Party's performance of any term(s) or <br /> condition(s) of this Agreement shall not be construed as a waiver of the non-enforcing Party's <br /> right to such performance or to future performance of such terms) or condition(s), and the <br /> nonperforming Party's obligation in respect thereto shall continue in full force and effect. <br /> Changes to any portion of this Agreement shall not be binding upon either Party except when <br /> specifically confirmed in writing by way of a written amendment or addendum to this <br /> Agreement between the Parties and issued in accordance with the provisions of this Agreement. <br /> VII. INSURANCE AND INDEMNIFICATION: <br /> a. Each Party shall jointly and severally indemnify, defend and hold harmless the other Party, and <br /> it's officers, directors, employees and agents, from and against any and all claims for any loss or <br /> damages, bodily injuries, damage to or loss of property caused by negligent acts, omissions or <br /> willful misconduct by that Party and its officers, directors, employees or agents in connection <br /> with or arising out of the performance of this Agreement. <br /> b. Each Party shall maintain adequate levels of insurance or self-insurance to assure full <br /> indemnification of the other Party. <br /> VIII. ADDITIONAL PROVISIONS: <br /> a. Term of Agreement: This Agreement shall commence on the date first written above for a two <br /> (2) year term, with the option for the City to grant a one (1) year extension, exercisable in <br /> writing by the City Manager and the City Attorney. <br /> 4 <br />