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<br /> 4. Contract Sum. The amount of this Contract is I 55 3 777, Li 0
<br /> ($ ) and is based on the proposal/bid submitted by Contractor dated
<br /> 4 . The basis for final payment will be the actual amount of work performed according
<br /> to the Contract Documents and payments, whether partial or final shall be made as specified therein.
<br /> 5. 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 /> 6. Indemnification. '
<br /> A. Contractor will defend and indemnify and hold harmless the City from any and all Claims arising out
<br /> of or relating to any acts, errors, omissions, or conduct by Contractor in connection with its performance I
<br /> of this Contract, including without limitation (and without limiting the generality of the foregoing) all
<br /> Claims resulting from Contractor's performance of, or failure to perform, its express and implied
<br /> obligations under the Contract. The Contractor will defend and indemnify and hold harmless the City
<br /> whether a Claim is asserted directly against the City, or whether a Claim is asserted indirectly against
<br /> the City, e.g., a Claim is asserted against someone else who then seeks contribution or indemnity from
<br /> the City. The amount of insurance obtained by, obtainable by, or required of the Contractor does not in
<br /> any way limit the Contractor's duty to defend and indemnify and hold harmless the City. The City retains
<br /> the right to approve Claims investigation and counsel assigned to said Claim and all investigation and
<br /> legal work regarding said Claim shall be performed under a fiduciary relationship to the City. This
<br /> Section 6 is in addition to any other defense or indemnity or hold harmless obligation in the Contract
<br /> Documents.
<br /> B. The Contractor's obligations under this Section 6 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 /> liability under this Section 6 shall be only to the extent of the Contractor's negligence.
<br /> C. As used in this section: (1) "City" includes the City's officers, employees, agents, and
<br /> representatives; (2) "Claims" include all losses, claims, demands, expenses (including, but not limited
<br /> to, attorney's fees and litigation expenses), suits, judgments, or damage, whether threatened, asserted
<br /> or filed against the City, whether such Claims sound in tort, contract, or any other legal theory, whether
<br /> such Claims have been reduced to judgment or arbitration award, irrespective of the type of relief sought
<br /> or demanded (such as money or injunctive relief), and irrespective of the type of damage alleged (such
<br /> as bodily injury, damage to property, economic loss, general damages, special damages, or punitive
<br /> damages); and (3) "Contractor" includes Contractor, its employees, agents, representatives and
<br /> subcontractors. If, and to the extent, Contractor employs or engages subcontractors, then Contractor
<br /> shall ensure that each such subcontractor (and subsequent tiers of subcontractors) shall expressly
<br /> agree to defend and indemnify and hold harmless the City to the extent and on the same terms and
<br /> conditions as the Contractor pursuant to this section.
<br /> 7. Insurance. The Contractor shall purchase and maintain such insurance as set forth in the Contract I
<br /> Documents. Failure to maintain such insurance shall be a material breach of the Contract. The City
<br /> shall be entitled to damages for such a breach that include, but are not limited to, any loss (including,
<br /> but not 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 /> 8. Waiver of Industrial Insurance Immunity. Contractor waives any right of contribution against the I
<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
<br /> worker's compensation acts, disability benefit acts, or other employees' benefit acts. Contractor's and
<br /> 2023 FEDERAL OVERLAY
<br /> FEDERAL AID#STBGUL-2715(011)
<br /> WO#f3788 March 2,2023 138 1
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