|
according to the Contract Documents and payments, whether partial or final, shall be made as specified
<br /> therein.
<br /> 5. Withholding. Five percent(5%) of amounts due Contractor shall be retained and withheld to ensure
<br /> the timely and faithful completion of the work and to comply with RCW Chap. 60.28. Releases of
<br /> retained amounts shall be governed by RCW 60.28.011. Retained amounts shall be released 60 days
<br /> after completion of all contract work. In cases where all contract work other than landscaping is
<br /> completed, retained amounts other than the five percent earned for landscaping, shall be released within
<br /> 60 days of completion. Within 30 days of accepting a bond, the bonded portion of the retained funds
<br /> shall be 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
<br /> 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 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
<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 or
<br /> filed against the City, whether such Claims sound in tort, contract, or any other legal theory, whether
<br /> such Claims have been reduced to judgment or arbitration award, irrespective of the type of relief sought
<br /> or demanded (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 damages, or punitive
<br /> damages); and (3) "Contractor" includes Contractor, its employees, agents, representatives and
<br /> subcontractors. If, and to the extent, Contractor employs or engages subcontractors, then Contractor
<br /> shall ensure that each such subcontractor (and subsequent tiers of subcontractors) shall expressly agree
<br /> to defend and indemnify the City to the extent and on the same terms and conditions as the Contractor
<br /> pursuant to this section.
<br /> 8. 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 perform,
<br /> its express and implied obligations under the Contract, including, but not limited to such claims as may
<br /> arise out of or result from the Contractor's operations under the Contract, whether such operations be by
<br /> itself, any subcontractor or supplier, by anyone directly or indirectly employed by any of them, or by
<br /> anyone for whose acts any of them may be liable. The Contractor's policies shall endorse the City,
<br /> including its officers, employees, agents and representatives, as additional insureds. The Contractor
<br /> shall comply with the insurance requirements set forth in the Contract Documents. Failure to maintain
<br /> such insurance shall be a material breach of the Contract. City shall be entitled to damages for such a
<br /> breach that include, but are not limited to, any loss (including, but not limited to, third party litigation
<br /> expenses and professional fees) suffered by the City if the City is determined to be solely or
<br /> 2016 Biosolids Disposal Division C-CONTRACT March 1,2016
<br /> Work Order#UP 2600-4-1 C-2
<br />
|