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4. Contract Amount. The amount of this Contract is
<br /> ($ 37S-)9, -.a5 ) and is based on the
<br /> proposal/bid submitted by Contractor dated OH-Id-ao (, . The basis for final payment will be
<br /> the actual amount of work performed according to the Contract Documents and payments, whether
<br /> 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 the City from any and all Claims arising out of, in
<br /> connection with, or incident to any acts, errors, omissions, or conduct by Contractor relating to, or
<br /> arising out of its performance of, this Contract. The Contractor will defend and indemnify 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 the City. The City retains the right to
<br /> approve Claims investigation and counsel assigned to said Claim and all investigation and legal work
<br /> regarding said Claim shall be performed under a fiduciary relationship to the City.
<br /> B. The Contractor's obligations under this Section 7 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
<br /> caused by or results from the concurrent negligence of (a) the Contractor, its employees,
<br /> subcontractors/subconsultants or agents and (b) the City, then the Contractor's obligations under this
<br /> Section 7 shall apply only to the extent allowed by RCW 4.24.115.
<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,
<br /> whether such Claims have been reduced to judgment or arbitration award, irrespective of the type of
<br /> relief sought or demanded (such as money or injunctive relief), and irrespective of the type of damage
<br /> alleged (such as bodily injury, damage to property, economic loss, general damages, special damages,
<br /> or punitive damages); and (3) "Contractor" includes Contractor, its employees, agents, representatives
<br /> and subcontractors. If, and to the extent, Contractor employs or engages subcontractors, then
<br /> Contractor shall ensure that each such subcontractor (and subsequent tiers of subcontractors) shall
<br /> expressly agree to defend and indemnify the City to the extent and on the same terms and conditions as
<br /> the Contractor pursuant to this section.
<br /> 7. Insurance. The Contractor shall purchase and maintain such insurance as will protect it from any
<br /> and all claims, suits, demands, Damages, or liability arising out of, or in connection with, this Contract,
<br /> or resulting from Contractor's (or its subcontractor's or supplier's) performance of, or failure to
<br /> perform, its express and implied obligations under the Contract, including, but not limited to such
<br /> claims as mayariseout of or result from the Contractor's operations under the Contract, whether such
<br /> cto s
<br /> operations be by itself, any subcontractor or supplier, by anyone directly or indirectly employed by any
<br /> of them, or by anyone for whose acts any of them may be liable. The Contractor's policies shall
<br /> endorse the City, including its officers, employees, agents and representatives, as additional insureds.
<br /> The Contractor shall comply with the insurance requirements set forth in the Contract Documents.
<br /> Failure to maintain such insurance shall be a material breach of the Contract. City shall be entitled to
<br /> damages for such a breach that include, but are not limited to, any loss (including, but not limited to,
<br /> third party litigation expenses and professional fees) suffered by the City if the City is determined to be
<br /> solely or concurrently negligent, and if the City suffers any loss or must pay or defend against any such
<br /> 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
<br /> the City. It is agreed and mutually negotiated that in any and all claims against the City, its agents or
<br /> HAWTHORNE ELEMENTARY
<br /> SAFE ROUTES TO SCHOOL
<br /> FED AID#SRTS-0420(021); COE#3540 SP-2 May 6,2015
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