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(j) CONTRACTOR shall require that all of its subcontractors are subject to the
<br />insurance and indemnity requirements stated herein, or shall include all subcontractors
<br />as additional insureds under its insurance policies.
<br />(k) Prior to the date the CONTRACTOR begins performance of its obligations under
<br />this Agreement, CONTRACTOR shall furnish CITY with certificates of insurance, and
<br />with original endorsements, showing coverage required by this Agreement, including,
<br />without limitation, those that verify coverage for subcontractors of the CONTRACTOR.
<br />The certificates and endorsements for each insurance policy are to be signed by a
<br />person authorized by that insurer to bind coverage on its behalf. All certificates and
<br />endorsements shall be received and, in CITY's sole and absolute discretion, approved
<br />by the CITY. CITY reserves the right to require complete copies of all required
<br />insurance policies and endorsements, at anytime.
<br />(1) The limits of insurance described herein shall not limit the liability of the
<br />CONTRACTOR and CONTRACTOR'S officers, employees, agents, representative or
<br />subcontractors.
<br />7. DEFENSE AND INDEMNIFICATION
<br />To the fullest extent permitted by law, CONTRACTOR shall indemnify, hold harmless
<br />and defend the CITY and its agents, officers and employees from and against all claims,
<br />damages, losses, judgments, liabilities, expenses and other costs, including litigation costs and
<br />attorneys' fees, arising out of, resulting from, or in connection with the performance of this
<br />Agreement by the CONTRACTOR or CONTRACTOR'S officers, employees, agents,
<br />representatives or subcontractors and resulting in or attributable to personal injury, death, or
<br />damage or destruction to tangible or intangible property, including the loss of use; provided,
<br />however, such indemnification shall not extend to or cover loss, damage or expense arising
<br />from the negligence or willful misconduct of the CITY or its agents, officers and employees.
<br />(a) CONTRACTOR'S obligation to defend, indemnify and hold the CITY and its
<br />agents, officers and employees harmless under the provisions of this section is not
<br />limited to or restricted by any requirement in this Agreement for CONTRACTOR to
<br />procure and maintain a policy of insurance.
<br />(b) If CONTRACTOR fails or refuses to produce or maintain the insurance required
<br />by this section or fails or refuses to furnish the CITY with required proof that insurance
<br />has been procured and is in force and paid for, the CITY shall have the right, at the
<br />CITY'S election, to forthwith terminate this Agreement. Such termination shall not affect
<br />CONTRACTOR'S right to be paid for its time and materials expended prior to notification
<br />of termination. CONTRACTOR waives the right to receive compensation and agrees to
<br />indemnify the CITY for any work performed prior to approval of insurance by the CITY.
<br />8. STATUS OF CONTRACTOR AS INDEPENDENT CONTRACTOR
<br />8.1 All acts of CONTRACTOR and its officers, employees, agents, representatives,
<br />subcontractors and all others acting on behalf of CONTRACTOR relating to the performance of
<br />this Agreement, shall be performed as independent contractors and not as agents, officers or
<br />employees of CITY. CONTRACTOR, by virtue of this Agreement, has no authority to bind or
<br />incur any obligation on behalf of CITY. Except as expressly provided in Exhibit "A",
<br />CONTRACTOR has no authority or responsibility to exercise any rights or power vested in the
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