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shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses <br /> and related investigations, claim administration and defense expenses. <br /> 4.4.4 Reserved <br /> 4.4.5 Waiver of Subrogation. Contractor hereby agrees to waive subrogation which any <br /> insurer or contractor may require from vendor by virtue of the payment of any loss. <br /> Contractor agrees to obtain any endorsements that may be necessary to affect this waiver <br /> of subrogation. <br /> The Workers' Compensation policy shall be endorsed with a waiver of subrogation in <br /> favor of the entity for all work performed by the Contractor, its employees, agents, and <br /> subcontractors. <br /> 4.4.6 Subcontractors. Contractor shall include all subcontractors as insureds under its policies <br /> or shall fumish separate certificates and endorsements for each subcontractor. All <br /> coverages for subcontractors shall be subject to all of the requirements stated herein. <br /> 4.5 Remedies. In addition to any other remedies City may have if Contractor fails to provide or <br /> maintain any insurance policies or policy endorsements to the extent and within the time herein <br /> required, City may, at its sole option exercise any of the following remedies, which are alternatives <br /> to other remedies City may have and are not the exclusive remedy for Contractor's breach: <br /> • Obtain such insurance and deduct and retain the amount of the premiums for such insurance <br /> from any sums due under the Agreement; <br /> • Order Contractor to stop work under this Agreement or withhold any payment that becomes <br /> due to Contractor hereunder, or both stop work and withhold any payment, until Contractor <br /> demonstrates compliance with the requirements hereof; and /or <br /> • Terminate this Agreement. <br /> Section 5. INDEMNIFICATION AND CONTRACTOR'S RESPONSIBILITIES. <br /> Contractor shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, officials, <br /> employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs <br /> (including without limitation, attomey's fees and costs and fees of litigation) (collectively, °Liability°) of every nature <br /> arising out of or in connection with Contractor's performance of the Services or its failure to comply with any of its <br /> obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of <br /> City. <br /> The Contractor's obligation to defend and indemnify shall not be excused because of the Contractor's inability to <br /> evaluate Liability or because the Contractor evaluates Liability and determines that the Contractor is not liable to the <br /> claimant. The Contractor must respond within 30 days, to the tender of any claim for defense and indemnity by the <br /> City, unless this time has been extended by the City. If the Contractor fails to accept or reject a tender of defense and <br /> indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the <br /> Contractor under and by virtue of this Agreement as shall reasonably be considered necessary by the City, may be <br /> retained by the City until disposition has been made of the claim or suit for damages, or until the Contractor accepts <br /> or rejects the tender of defense, whichever occurs first. <br /> NPSA 51517- Citywide Landscape - Pacheco Brothers Page 5 of 25 <br />