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Except as otherwise provided in this section, the Contractor hereby agrees to save, hold harmless, and
<br /> indemnify the City, its officers, employees and agents from any and all loss, claims, demands, suits,
<br /> damage, or liability of any kind whatsoever,whether or not reduced to judgment or arbitration award,
<br /> in connection with, or arising out of, this Contract, or resulting from Contractor's (or its subcontractor's
<br /> or Contractor's) performance of, or failure to perform, its express and implied obligations under the
<br /> Contract. Contractor shall pay any judgment that may be obtained against the City, its officers,
<br /> employees, agents or third persons in such suit. The Contractor's obligations under this paragraph
<br /> shall not apply to loss, claims, demands, suits, damage, or liability caused by the sole negligence of the
<br /> City. If(1) RCW 4.24.115 applies to a particular loss, claim, demand, suit, damage, or liability, and (2)
<br /> such loss, claim, demand, suit, damage, or liability is caused by or results from the concurrent
<br /> negligence of(a)the Contractor, its employees, subcontractors/subconsultants or agents and (b) the
<br /> City, then the Contractor's obligations under this paragraph shall apply only to the extent allowed by
<br /> RCW 4.24.115.
<br /> Contractor hereby agrees to defend the City, its officers, employees and agents from any and all loss,
<br /> claims, demands suits, damage, or liability of any kind whatsoever, in connection with, or arising out
<br /> of, this Contract, or resulting from Contractor's (or its subcontractor's or supplier's) performance of, or
<br /> failure to perform, its express and implied obligations under the Contract. The City shall give
<br /> Contractor reasonable notice of such claim. The City retains the right to approve claims investigation
<br /> and counsel assigned to said claim and all investigation and legal work product regarding said claim
<br /> shall be performed under a fiduciary relationship to the City.
<br /> The Contractor shall purchase and maintain such insurance as will protect it from any and all claims,
<br /> suits, demands, damage, or liability arising out of, or in connection with, this Contract, or resulting
<br /> from Contractor's (or its subcontractor's or supplier's) performance of, or failure to perform, its
<br /> express and implied obligations under the Contract, including, but not limited to such claims as may
<br /> arise out of or result from the Contractor's operations under the Contract, whether such operations be
<br /> by itself, any subcontractor or supplier, by anyone directly or indirectly employed by any of them, or by
<br /> anyone for whose acts any of them may be liable. The Contractor's policies shall endorse the City,
<br /> including its officers, employees, agents and representatives, as additional insureds. The Contractor
<br /> shall comply with the insurance requirements set forth in the Invitation for Quote. Failure to maintain
<br /> such insurance shall be a material breach of the Contract. City shall be entitled to damages for such a
<br /> breach that include, but are not limited to, any loss (including, but not limited to, third party litigation
<br /> expenses and professional fees) suffered by the City if the City is determined to be solely or
<br /> concurrently negligent, and if the City suffers any loss or must pay or defend against any such claim,
<br /> suit, demand or damage as a result of such breach.
<br /> Contractor waives any right of contribution against the City. It is agreed and mutually negotiated that
<br /> in any and all claims against the City, its agents or employees, the Contractor, a subcontractor, anyone
<br /> directly or indirectly employed by the Contractor or subcontractor, or anyone for whose acts any of
<br /> them may be liable, the defense and indemnification obligations hereunder shall not be limited in any
<br /> way by any limitation on the amount of damages, compensation, or benefits payable by or for the
<br /> Contractor or any subcontractor under industrial worker's compensation acts, disability benefit acts, or
<br /> other employees' benefit acts.
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