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<br /> African-Americans, Women,Native Americans, Asian/Pacific Islander-Americans, and
<br /> Hispanic-Americans.
<br /> 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,
<br /> or arising out of its performance of, this Agreement. The Contractor will defend and indemnify
<br /> the City whether a Claim is asserted directly against the City, or whether a Claim is asserted
<br /> indirectly 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 by, or
<br /> required of the 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 counsel
<br /> assigned to said Claim and all investigation and legal work regarding said Claim shall be
<br /> performed under a fiduciary relationship to the City.
<br /> Contractor and the City agree that the term "damages" as used in RCW 4.24.115 (and referred to
<br /> in this Contract as "Damages") means a final judgment in a judicial proceeding for damages
<br /> arising out of bodily injury to persons or damage to property. The City and Contractor expressly
<br /> agree Damages do not include or apply to any third-party claims, demands or suits that have not
<br /> been reduced to final judgment. The Contractor is not required to indemnify the City, its
<br /> officers, agents, and employees for Damages caused solely by the negligence of the City. If
<br /> Damages are caused by, or result from, the concurrent negligence of the Contractor and the City,
<br /> then Contractor shall indemnify the City only to the extent of Contractor's negligence.
<br /> 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 any
<br /> other legal theory, whether such Claims have been reduced to judgment or arbitration award,
<br /> irrespective of 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 property, economic
<br /> loss, general damages, special damages, or punitive damages); and (3) "Contractor" includes
<br /> Contractor, its employees, agents, representatives and subcontractors. If, and to the extent,
<br /> Contractor employs or engages subcontractors, then Contractor shall ensure that each such
<br /> subcontractor (and subsequent tiers of subcontractors) shall expressly agree to defend and
<br /> indemnify the City to the extent and on the same terms and conditions as the Contractor pursuant
<br /> to this section.
<br /> The Contractor shall purchase and maintain such insurance as will protect it from any and all
<br /> claims, suits, demands, damage, 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
<br /> such claims as may arise out of or result from the Contractor's operations under the Contract,
<br /> whether such operations be by itself, any subcontractor or supplier,by anyone directly or
<br /> indirectly employed by any of them, or by anyone for whose acts any of them may be liable. The
<br /> Contractor's policies shall endorse the City, including its officers, employees, agents and
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