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Iby, or required of the Contractor does not in any way limit the Contractor's duty to defend and indemnify the
<br /> City. The City retains the right to approve Claims investigation and counsel assigned to said Claim and all
<br /> Iinvestigation and legal work 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 negligence of
<br /> Ithe City. If(1) RCW 4.24.115 applies to a particular Claim, and (2) such Claim is caused by or results from
<br /> the concurrent negligence of(a)the Contractor, its employees, subcontractors/subconsultants or agents and (b)
<br /> the City, then the Contractor's obligations under this Section 7 shall apply only to the extent allowed by RCW
<br /> 4.24.115.
<br /> IC. As used in this section: (1) "City" includes the City's officers, employees, agents, and representatives; (2)
<br /> "Claims" include all losses, claims, demands, expenses (including, but not limited to, attorney's fees and
<br /> Ilitigation expenses), suits,judgments, or damage, whether threatened, asserted or filed against the City, whether
<br /> such Claims sound in 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 (such as money or
<br /> Iinjunctive relief), 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" includes
<br /> Contractor, its employees, agents, representatives and subcontractors. If, and to the extent, Contractor employs
<br /> or engages subcontractors, then Contractor shall ensure that each such subcontractor (and subsequent tiers of
<br /> Isubcontractors) shall expressly agree to defend and indemnify the City to the extent and on the same terms and
<br /> conditions as the Contractor pursuant to this section.
<br /> I6. Insurance. The Contractor shall purchase and maintain such insurance as will protect it from any and all
<br /> claims, suits, demands, damages, or liability arising out of, or in connection with, this Contract, or resulting
<br /> from Contractor's (or its subcontractor's or supplier's) performance of, or failure to perform, its express and
<br /> implied obligations under the Contract, including, but not limited to such claims as may arise out of or result
<br /> Ifrom the Contractor's operations under the Contract, whether such operations be by itself, any subcontractor or
<br /> supplier, by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them
<br /> may be liable. The Contractor's policies shall endorse the City, including its officers, employees, agents and
<br /> representatives, as additional insureds. The Contractor shall comply with the insurance requirements set forth
<br /> 11 in the Contract Documents. Failure to maintain such insurance shall be a material breach of the Contract. City
<br /> shall be entitled to damages for such a breach that include, but are not limited to, any loss (including, but not
<br /> Ilimited to, third party litigation expenses and professional fees) suffered by the City if the City is determined to
<br /> be 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 /> I7. Waiver of Industrial Insurance Immunity. Contractor waives any right of contribution against the City.
<br /> It is agreed and mutually negotiated that in any and all claims against the City, its agents or employees, the
<br /> Contractor, a subcontractor, anyone directly or indirectly employed by the Contractor or subcontractor, or
<br /> 1 anyone for whose acts any of them may be liable, the defense and indemnification obligations hereunder shall
<br /> I not be limited in any way by any limitation on the amount of damages, compensation, or benefits payable by or
<br /> for the Contractor or any subcontractor under industrial worker's compensation acts, disability benefit acts, or
<br /> Iother employees' benefit acts. Contractor's and City's signatures hereto indicate specific waiver of Contractor's
<br /> industrial insurance immunity in order to fulfill this indemnity. Solely for the purpose of indemnification and
<br /> defense as provided in this Contract, the Contractor specifically waives any immunity under the State Industrial
<br /> Insurance Law, Title 51 RCW. The Contractor expressly acknowledges that this waiver of immunity under
<br /> ITitle 51 RCW was the subject of mutual negotiation and was specifically entered into pursuant to the provisions
<br /> of RCW 4.24.115.
<br /> I8. Repair of Damage. The Contractor agrees to repair and replace all property of the City and all property of
<br /> others damaged by it, its employees, subcontractors, suppliers and agents.
<br /> 9. Pre-Bid Inspection and Risk of Loss. It is understood that the whole of the work under this contract is to
<br /> Ibe done at the Contractor's risk and that: (1) prior to submitting its proposal or bid, it became familiar with the
<br /> conditions of excavation, subsurface, backfill, materials, climatic conditions, location, traffic, and other
<br /> contingencies that may affect the work and has made its bid or proposal accordingly and (2) that it assumes the
<br /> HOT MIX ASPHALT OVERLAY 2017 PAGE 2 of 6 MARCH 2017
<br /> WORK ORDER# PW 3642
<br /> IDIVISION C
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