Total Landscape Corporation 1/5/2023

(a) Purchase Orders for Work. During the Contract term, the City will issue one or more purchase orders, each of which will operate as notice to proceed only for the Work specified in the purchase order. The Contractor will not undertake any Work that is not specified in a purchase order. In addition to specifying the Work to be completed, the purchase order will state the amount to be paid for the Work specified in the purchase order, which will be based on the unit prices in Form 4.02 or as such unit prices may be adjusted elsewhere in the Contract Documents. Upon receipt of the purchase order, the Contractor will begin the Work. (b) Revised Purchase Orders. After issuance of a purchase order for Work, the City reserves the right at any time to issue one or more revised purchase orders, change the Work under that purchase order. Revised purchase orders may result in an increase or decrease in compensation paid to the Contractor. These changes will be shown in the revised purchase orders. Such changes shall not invalidate the Contract, and the Contractor agrees to perform the Work as changed by the revised purchase orders. The Contractor shall not proceed with a change to the Work without a revised work order or other written directive from the City's authorized representative. 4. Compensation. The basis for payment will be the actual Work performed in accordance with the Contract Documents, and payments, whether partial or final, shall be made as specified therein. In no event shall the total amount paid Contractor exceed the amounts calculated in Form 4.02 for completed Work. The City may, in its sole discretion, withhold amounts from payments otherwise due as offsets or back charges for expenses, damages, or costs for which the Contractor is liable for not to exceed 10% of the total amount of the Contract. If the City chooses not to offset or deduct any such expenses, damages, or costs from one or more payments or return of retainage, the City does not waive its claim for such damages and hereby expressly reserves its right to assert a claim against the Contractor for such damages. 5. Withholding. Five percent (5%) of amounts due Contractor shall be retained and withheld to ensure compliance with RCW Chap. 60.28.11. Retained amounts shall only be released as required by law if there are no claims against the retained funds. The City may, in its sole discretion, withhold any amounts sufficient to pay any claim against the Contractor of which the City may have knowledge and regardless of the informalities of notice of such claim arising out of the performance of this contract. The City may withhold the amount until either the Contractor secures a written release from the claimant, obtains a court decision that such claim is without merit, or satisfies any judgment in favor of the claimant on such claim. The City shall not be liable for interest during the period the funds are so held. 6. Compliance with Employment and Wage Laws. Contractor agrees to comply with all state and federal laws relating to the employment of labor and wage rates to be paid. 7. Indemnification. Except as otherwise provided in this section, the Contractor hereby agrees to save, hold harmless, defend, and indemnify the City, its officers, employees, and agents from any and all loss, claims, demands, suits, damage, or liability of any kind whatsoever, whether or not reduced to judgment or arbitration award, in connection with, or arising out of, this Contract, or resulting from Contractor's (or its subcontractor's or supplier's) performance of, or failure to perform, its express and implied obligations under the Contract. Contractor shall pay any judgment that may be obtained against the City, its officers, employees, agents, or third persons in such suit. The Contractor's obligations under this Section 8 shall not apply to loss, claims, demands, suits, damage, or liability