|
Section 00 52 13 AGREEMENT FORM
<br />
<br />City of Everett 00 52 13-3 June 2024
<br />WFP Air Scour Blower Building Replacement Issued for Bid
<br />UP3813
<br />African-Americans, Women, Native Americans, Asian/Pacific Islander-Americans, and
<br />Hispanic-Americans.
<br />8. Indemnification.
<br />A. Contractor will defend, indemnify and hold harmless the City from any and all
<br />Claims arising out or relating to any acts, errors, omissions, or conduct by
<br />Contractor in connection with its performance of this Contract, including without
<br />limitation (and without limiting the generality of the foregoing) all Claims resulting
<br />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
<br />hold harmless the City whether a Claim is asserted directly against the City, or
<br />whether a Claim is asserted indirectly against the City, e.g., a Claim is asserted
<br />against someone else who then seeks contribution or indemnity from the City.
<br />The amount of insurance obtained by, obtainable by, or required of the
<br />Contractor does not in any way limit the Contractor’s duty to defend and
<br />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
<br />said Claim shall be performed under a fiduciary relationship to the City. This
<br />Section 8 is in addition to any other defense or indemnity or hold harmless
<br />obligation in the Contract Documents.
<br />B. The Contractor’s obligations under this Section 8 shall not apply to Claims
<br />caused by the sole negligence of the City. If (1) RCW 4.24.115 applies to a
<br />particular Claim, and (2) such Claim is caused by or results from the concurrent
<br />negligence of (a) the Contractor and (b) the City, then the Contractor’s liability
<br />under this Section 8 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,
<br />and representatives; (2) “Claims” include all losses, claims, demands, expenses
<br />(including, but not limited to, attorney’s fees and litigation expenses), suits,
<br />judgments, or damage, whether threatened, asserted or filed against the City,
<br />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
<br />the type of relief sought or demanded (such as money or injunctive relief), and
<br />irrespective of the type of damage alleged (such as bodily injury, damage to
<br />property, economic loss, general damages, special damages, or punitive
<br />damages); and (3) “Contractor” includes Contractor, its employees, agents,
<br />representatives and subcontractors. If, and to the extent, Contractor employs or
<br />engages subcontractors, then Contractor shall ensure that each such
<br />subcontractor (and subsequent tiers of subcontractors) shall expressly agree to
<br />defend and indemnify and hold harmless the City to the extent and on the same
<br />terms and conditions as the Contractor pursuant to this section.
<br />9. Insurance. The Contractor shall purchase and maintain such insurance as set forth in
<br />the Contract Documents. Failure to maintain such insurance shall be a material breach
<br />of the Contract. The City shall be entitled to damages for such a breach that include, but
<br />are not limited to, any loss (including, but not limited to, third party litigation expenses
<br />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
<br />such claim, suit, demand or damage as a result of such breach.
|