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<br /> 7. ERRORS AND ONIISSIONS INSURANCE
<br /> Throughout the term of this AGREEMENT, the Contractor shall obtain and maintain errors and
<br /> omissions liability insurance coverage with annual limits of not less than $1,000,000 for any one
<br /> event or occurrence, and in the amount of not less than $1,000,000 in the aggregate,with an
<br /> insurer rated "A" or better by A.M. Best Company.
<br /> 8. INDEMNIFICATION AND LIMITATION
<br /> S.1 Scope of Obligation: Subject to Section 8.2, each party(the "Indemnitor")shall
<br /> indemnify, defend, and hold harmless the other party, its affiliates, and their officers,
<br /> directors, ernployees, and agents (the "Indemni�ed Parties") for and from any and all
<br /> losses, liabilities, damages, actions, claims, demands, settlements,judgments, and any
<br /> other expenses including, but not limited to, attomeys' fees and expenses of litigation,
<br /> which are asserted against, incurred or suffered by the Indemnified Parties to the extent
<br /> that the same arise out of:
<br /> • The violation of any law, regulation, or other legal mandate, by the Indemnitor, its '�
<br /> officers, directors, employees, or agents;
<br /> • The breach by the Indemnitor, its officers, directors, employees, or agents of any �'
<br /> covenant, condition, warranty, or representation contained in this AGREEMENT;
<br /> • The failure of the Indemnitor, its officers, directors, employees, or agents to
<br /> discharge its duties and obligations under, or observe and comply with the
<br /> limitations on its authority contained in, this AGREEMENT; or
<br /> • The negligence, gross negligence, or willful or wanton misbehavior of the
<br /> Indemnitor, its officers, directors, employees, or agents.
<br /> 8.2 Indemnify by City: City shall indemnify, defend, and hold harmless Contractor, its
<br /> affiliates, and their officers, directors, employees, and agents (the "Company
<br /> Indemnified Parties")for and from any and all losses, liabilities, damages, actions,
<br /> claims, demands, settlements,judgments, and any other expenses including,but not
<br /> limited to, attorneys' fees and expenses of litigation,which are asserted against the
<br /> Company Indemnified Parties by any claimant under a Policy and/or Self-Insurance
<br /> Laws/Filings, or any third party, including, without limitation, City's insurers and/or
<br /> reinsurer(s), to the extent that the same arise out of:
<br /> • City directing the Contractor to act contrary to Contractor's recommendations(s);
<br /> • City's assumption of the handling of any Claim;
<br /> • City's failure to promptly respond to or act upon Contractor's settlement
<br /> recommendation; or
<br /> • City's actions or failure to act in connection with City's handling of any Claim.
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