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completion of all contract work. In cases where all contract work other than landscaping is completed,
<br /> retained amounts other than the five percent earned for landscaping, shall be released within 60 days of
<br /> completion. Within 30 days of accepting a bond, the bonded portion of the retained funds shall be
<br /> released.
<br /> 6. 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 /> 7. Indemnification.
<br /> A. Contractor will defend and indemnify the City from any and all Claims arising out of, in connection
<br /> with, or incident to any acts, errors, omissions, or conduct by Contractor relating to, or arising out of its
<br /> performance of, this Contract. The Contractor will defend and indemnify the City whether a Claim is
<br /> asserted directly against the City, or whether a Claim is asserted indirectly against the City, e.g., a Claim
<br /> is asserted against someone else who then seeks contribution or indemnity from the City. The amount of
<br /> insurance obtained by, obtainable by, or required of the Contractor does not in any way limit the
<br /> Contractor's duty to defend and indemnify the City. The City retains the right to approve Claims
<br /> investigation and counsel assigned to said Claim and all investigation and legal work regarding said Claim
<br /> 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 caused
<br /> 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 representatives;
<br /> (2) "Claims" include all losses, claims, demands, expenses (including, but not limited to, attorney's fees
<br /> and litigation expenses), suits, judgments, or damage, whether threatened, asserted or filed against the
<br /> City, whether such Claims sound in tort, contract, or any other legal theory, whether such Claims have
<br /> been reduced to judgment or arbitration award, irrespective of the type of relief sought or demanded(such
<br /> as money or injunctive relief), and irrespective of the type of damage alleged (such as bodily injury,
<br /> damage to property, economic loss, general damages, special damages, or punitive damages); and (3)
<br /> "Contractor"includes Contractor, its employees,agents,representatives and subcontractors. If, and to the
<br /> extent, 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 indemnify the
<br /> City to the extent and on the same terms and conditions as the Contractor pursuant to this section.
<br /> S. Insurance. The Contractor shall purchase and maintain such insurance as will protect it from any and
<br /> all claims, suits, demands, damages, or liability arising out of, or in connection with, this Contract, or
<br /> resulting from Contractor's (or its subcontractor's or supplier's)performance of, or failure to perform, its
<br /> express and implied obligations under the Contract, including, but not limited to such claims as may arise
<br /> out of or result from the Contractor's operations under the Contract, whether such operations be by itself,
<br /> any subcontractor or supplier,by anyone directly or indirectly employed by any of them, or by anyone for
<br /> whose acts any of them may be liable. The Contractor's policies shall endorse the City, including its
<br /> officers, employees, agents and representatives, as additional insureds. The Contractor shall comply with
<br /> the insurance requirements set forth in the Contract Documents. Failure to maintain such insurance shall
<br /> be a material breach of the Contract. 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 and professional
<br /> fees) suffered by the City if the City is determined to be solely or concurrently negligent, and if the City
<br /> suffers any loss or must pay or defend against any such claim, suit, demand or damage as a result of such
<br /> breach.
<br /> 9. Waiver of Industrial Insurance Immunity. Contractor waives any right of contribution against the
<br /> City. It is agreed and mutually negotiated that in any and all claims against the City, its agents or
<br /> employees, the Contractor, a subcontractor, anyone directly or indirectly employed by the Contractor or
<br /> subcontractor, or anyone for whose acts any of them may be liable, the defense and indemnification
<br /> obligations hereunder shall not be limited in any way by any limitation on the amount of damages,
<br /> compensation, or benefits payable by or for the Contractor or any subcontractor under industrial worker's
<br /> WETMORE AVE STORMWATER BYPASS Division C -CONTRACT AUGUST, 2018
<br /> PROJECT
<br /> Work Order# UP3704 SP—C—2
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