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Reservoir 3 Replacement Phase 1 CONTRACT - 3
<br />Work Order No. UP3739 00 52 13
<br />8.Indemnification.
<br />A.Contractor will defend, indemnify and hold harmless the City from any and all Claims arising
<br />out or relating to any acts, errors, omissions, or conduct by Contractor in connection with its
<br />performance of this Contract, including without limitation (and without limiting the generality of
<br />the foregoing) all Claims resulting from Contractor’s performance of, or failure to perform, its
<br />express and implied obligations under the Contract. The Contractor will defend and indemnify
<br />and hold harmless the City whether a Claim is asserted directly against the City, or whether a
<br />Claim is asserted indirectly against the City, e.g., a Claim is asserted against someone else who
<br />then seeks contribution or indemnity from the City. The amount of insurance obtained by,
<br />obtainable by, or required of the Contractor does not in any way limit the Contractor’s duty to
<br />defend and indemnify the City. The City retains the right to approve Claims investigation and
<br />counsel assigned to said Claim and all investigation and legal work regarding said Claim shall
<br />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
<br />sole negligence of the City. If (1) RCW 4.24.115 applies to a particular Claim, and (2) such
<br />Claim is caused by or results from the concurrent negligence of (a) the Contractor and (b) the
<br />City, then the Contractor’s liability under this Section 8 shall be only to the extent of the
<br />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
<br />limited to, attorney’s fees and litigation expenses), suits, judgments, or damage, whether
<br />threatened, asserted or filed against the City, whether such Claims sound in tort, contract, or
<br />any other legal theory, whether such Claims have been reduced to judgment or arbitration
<br />award, irrespective of the type of relief sought or demanded (such as money or injunctive relief),
<br />and irrespective of the type of damage alleged (such as bodily injury, damage to property,
<br />economic loss, general damages, special damages, or punitive damages); and (3) “Contractor”
<br />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
<br />such subcontractor (and subsequent tiers of subcontractors) shall expressly agree to defend
<br />and indemnify and hold harmless the City to the extent and on the same terms and conditions
<br />as the Contractor pursuant to this section.
<br />9.Insurance. The Contractor shall purchase and maintain such insurance as set forth in the
<br />Contract Documents. Failure to maintain such insurance shall be a material breach of the
<br />Contract. The City shall be entitled to damages for such a breach that include, but are not
<br />limited to, any loss (including, but not limited to, third party litigation expenses and professional
<br />fees) suffered by the City if the City is determined to be solely or concurrently negligent, and if
<br />the City suffers any loss or must pay or defend against any such claim, suit, demand or damage
<br />as a result of such breach.
<br />10.Waiver of Industrial Insurance Immunity. Contractor waives any right of contribution
<br />against the City. It is agreed and mutually negotiated that in any and all claims against the City,
<br />its agents or employees, the Contractor, a subcontractor, anyone directly or indirectly employed
<br />by the Contractor or subcontractor, or anyone for whose acts any of them may be liable, the
<br />defense and indemnification obligations hereunder shall not be limited in any way by any
<br />limitation on the amount of damages, compensation, or benefits payable by or for the Contractor
<br />or any subcontractor under industrial worker’s compensation acts, disability benefit acts, or
<br />other employees’ benefit acts. Contractor’s and City’s signatures hereto indicate specific waiver
<br />of Contractor’s industrial insurance immunity in order to fulfill the indemnities hereunder. Solely
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