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<br />and omissions of Contractor's subcontractor and of the persons either directly or
<br />indirectly employed by the subcontractor, as Contractor is for the acts and omissions of
<br />persons directly employed by Contractor. Nothing contained in this Agreement will
<br />create any contractual relationship between any subcontractor of Contractor and City.
<br />Contractor will be responsible for payment of subcontractors. Contractor will bind every
<br />subcontractor and every subcontractor of a subcontractor by the terms of this
<br />Agreement applicable to Contractor's work unless specifically noted to the contrary in
<br />the subcontract and approved in writing by City.
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<br />9. Other Contractors. The City reserves the right to employ other contractors in
<br />connection with the Services.
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<br />10. Indemnification. Contractor will defend, indemnify and hold harmless City and its
<br />officers, agents, employees and volunteers from and against all claims, damages,
<br />losses and expenses including attorney fees arising out of the performance of the
<br />Services, caused in whole or in part by the willful misconduct or any negligent act or
<br />omission of the Contractor, any subcontractor, anyone directly or indirectly employed by
<br />any of them or anyone for whose acts any of them may be liable, except where caused
<br />by the active negligence, sole negligence, or willful misconduct of City.
<br />
<br />The Parties expressly agree that any reasonable payment, attorney's fee, cost or
<br />expense City incurs or makes to or on behalf of an injured employee under the City's
<br />self-administered workers' compensation is included as a loss, expense or cost for the
<br />purposes of this section, and that this section will survive the expiration or early
<br />termination of the Agreement.
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<br />10.1 Hazardous Materials Indemnitv. Contractor shall indemnify, defend (by counsel
<br />reasonably acceptable to City), protect and hold City harmless from and against any
<br />and all claims, liabilities, penalties, forfeitures, losses and/or expenses, response costs,
<br />cleanup costs, site assessment costs, attorneys' fees, contractor and expert fees,
<br />judgments, administrative rulings or orders, fines, costs of death of or injury to any
<br />person or damage to any property whatsoever including any waters, arising from, or
<br />caused or resulting, either prior to or during the performance of Services, in whole or in
<br />part, directly or indirectly, by the presence or discharge in, on, under or about the waters
<br />and lands where such Services are performed by Contractor, Contractor's agents,
<br />employees, licensees or invitees or at Contractor's direction, of Hazardous Material, or
<br />by Contractor's failure to comply with any Hazardous Materials Law, whether knowingly
<br />or by strict liability. Contractor's indemnification obligations shall include, without
<br />limitation, and whether foreseeable or unforeseeable, all costs of any required or
<br />necessary Hazardous Materials management plan, investigation, repairs, cleanup, or
<br />detoxification or decontamination of the waters and lands where such Services are
<br />performed, and the presence and implementation of any closure, remedial action or
<br />other required plans, and shall survive the expiration of or early termination of the Lease
<br />Term. For purposes of the indemnity provided herein, any acts or omissions of
<br />Contractor or its employees, agents, customers, subcontractors, assignees, contractors
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<br />ATTY/AGR/2009.019 (2)
<br />042309
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