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CITY OF EVERETT –CONTRACT
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<br />Everett Mall Bus Platform CONTRACT December 2024
<br />WO No – MALLSTN/24462 C-2
<br />work performed according to the Contract Documents and payments, whether partial or final,
<br />shall be made as specified therein.
<br />5. Withholding. Five percent (5%) of amounts due Contractor shall be retained and withheld
<br />to comply with RCW Chap. 60.28. Retained amounts shall only be released: (A) as required by
<br />law or (B) sixty (60) days after completion of all contract work if there are no claims against the
<br />retained funds. In addition to the amounts required by RCW 60.28 to be withheld from the
<br />progress or retained percentage payments to the Contractor, the City may, in its sole discretion,
<br />withhold any amounts sufficient to pay any claim against the Contractor of which the City may
<br />have knowledge and regardless of the informalities of notice of such claim arising out of the
<br />performance of this Contract. The City may withhold the amount until either the Contractor
<br />secures a written release from the claimant, obtains a court decision that such claim is without
<br />merit, or satisfies any judgment in favor of the claimant on such claim. The City shall not be
<br />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
<br />state and 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
<br />arising out of or relating to any acts, errors, omissions, or conduct by Contractor in
<br />connection with its performance of this Contract, including without limitation (and without
<br />limiting the generality of the foregoing) all Claims resulting from Contractor’s
<br />performance of, or failure to perform, its express and implied obligations under the
<br />Contract. The Contractor will defend and indemnify and hold harmless the City whether
<br />a Claim is asserted directly against the City, or whether a Claim is asserted indirectly
<br />against the City, e.g., a Claim is asserted against someone else who then seeks
<br />contribution or indemnity from the City. The amount of insurance obtained by, obtainable
<br />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
<br />and counsel assigned to said Claim and all investigation and legal work regarding said
<br />Claim shall be performed under a fiduciary relationship to the City. This Section 8 is in
<br />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 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)
<br />such Claim is caused by or results from the concurrent negligence of (a) the Contractor
<br />and (b) the City, then the Contractor’s liability under this Section 8 shall be only to the
<br />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,
<br />but not limited to, attorney’s fees and litigation expenses), suits, judgments, or damage,
<br />whether threatened, asserted or filed against the City, whether such Claims sound in
<br />tort, contract, or any other legal theory, whether such Claims have been reduced to
<br />judgment or arbitration award, irrespective of the type of relief sought or demanded
<br />(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
<br />damages, or punitive damages); and (3) “Contractor” includes Contractor, its employees,
<br />agents, representatives and subcontractors. If, and to the extent, Contractor employs or
<br />engages subcontractors, then Contractor shall ensure that each such subcontractor (and
<br />subsequent tiers of subcontractors) shall expressly agree to defend and indemnify and
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