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<br /> claim is without merit, or satisfies any judgment in favor of the claimant on such claim. The City shall
<br /> not be liable for interest during the period the funds are so held.
<br /> 6. Compliance with Employment and Wage Laws. Contractor agrees to comply with all state and
<br /> federal laws relating to the employment of labor and wage rates to be paid. '
<br /> 7. Vacant
<br /> 8. Indemnification. ,
<br /> A. Contractor will defend, indemnify and hold harmless the City from any and all Claims arising out or
<br /> relating to any acts, errors, omissions, or conduct by Contractor in connection with its performance of this
<br /> Contract, including without limitation (and without limiting the generality of the foregoing) all Claims
<br /> resulting from Contractor's performance of, or failure to perform, its express and implied obligations
<br /> under the Contract. The Contractor will defend and indemnify and hold harmless the City whether a Claim
<br /> is asserted directly against the City, or whether a Claim is asserted indirectly against the City, e.g.,a Claim
<br /> is asserted against someone else who then seeks contribution or indemnity from the City. The amount of
<br /> insurance obtained by, obtainable by, or required of the Contractor does not in any way limit the
<br /> Contractor's duty to defend and indemnify the City. The City retains the right to approve Claims
<br /> investigation and counsel assigned to said Claim and all investigation and legal work regarding said Claim
<br /> shall be performed under a fiduciary relationship to the City. This Section 8 is in addition to any other
<br /> defense or indemnity or hold harmless obligation in the Contract Documents.
<br /> B. The Contractor's obligations under this Section 8 shall not apply to Claims caused by the sole
<br /> negligence of the City. If(1) RCW 4.24.115 applies to a particular Claim, and (2) such Claim is caused
<br /> by or results from the concurrent negligence of(a) the Contractor and (b) the City, then the Contractor's
<br /> obligations under this Section 8 shall apply only to the extent allowed by RCW 4.24.115.
<br /> C. As used in this section: (1)"City"includes the City's officers, employees, agents, and representatives; '
<br /> (2) "Claims" include all losses, claims, demands, expenses (including, but not limited to, attorney's fees
<br /> and litigation expenses), suits, judgments, or damage, whether threatened, asserted or filed against the
<br /> City, whether such Claims sound in tort, contract, or any other legal theory, whether such Claims have
<br /> been reduced to judgment or arbitration award, irrespective of the type of relief sought or demanded(such
<br /> as money or injunctive relief), and irrespective of the type of damage alleged (such as bodily injury,
<br /> damage to property, economic loss, general damages, special damages, or punitive damages); and (3)
<br /> "Contractor"includes Contractor, its employees, agents,representatives and subcontractors. If, and to the
<br /> extent, Contractor employs or engages subcontractors, then Contractor shall ensure that each such
<br /> subcontractor(and subsequent tiers of subcontractors) shall expressly agree to defend and indemnify and
<br /> hold harmless the City to the extent and on the same terms and conditions as the Contractor pursuant to
<br /> this section.
<br /> 9. Insurance. The Contractor shall purchase and maintain such insurance as set forth in the Contract
<br /> Documents. Failure to maintain such insurance shall be a material breach of the Contract. The City shall
<br /> be entitled to damages for such a breach that include, but are not limited to, any loss (including, but not
<br /> limited to, third party litigation expenses and professional fees) suffered by the City if the City is
<br /> determined to be solely or concurrently negligent, and if the City suffers any loss or must pay or defend
<br /> against any such claim, suit, demand or damage as a result of such breach. '
<br /> 9. Waiver of Industrial Insurance Immunity. Contractor waives any right of contribution against the
<br /> City. It is agreed and mutually negotiated that in any and all claims against the City, its agents or
<br /> employees, the Contractor, a subcontractor, anyone directly or indirectly employed by the Contractor or
<br /> subcontractor, or anyone for whose acts any of them may be liable, the defense and indemnification
<br /> obligations hereunder shall not be limited in any way by any limitation on the amount of damages,
<br /> compensation, or benefits payable by or for the Contractor or any subcontractor under industrial worker's
<br /> Water Main Replacement "W" Division C -CONTRACT April, 2022 II
<br /> Work Order# UP3766 SP—28
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