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WSDOT's satisfaction the breach or default within the timeframe and under the conditions set forth
<br /> in the notice of termination,WSDOT shall have the right to terminate this AGREEMENT without any
<br /> further obligation to CONTRACTOR. Any such termination for default shall not in any way operate
<br /> to preclude WSDOT from also pursuing all available remedies against CONTRACTOR and its
<br /> sureties for said breach or default.
<br /> D. In the event that WSDOT elects to waive its remedies for any breach by CONTRACTOR of
<br /> any covenant, term or condition of this AGREEMENT, such waiver by WSDOT shall not limit
<br /> WSDOT's remedies for any succeeding breach of that or of any other term, covenant, or condition
<br /> of this AGREEMENT.
<br /> E. If this AGREEMENT is terminated, whether for convenience or for default, before the
<br /> specified end date set forth in the caption header, "Term of Agreement", WSDOT and the
<br /> CONTRACTOR shall execute an amendment to this AGREEMENT identifying the termination date
<br /> and the reason for termination.
<br /> Section 21
<br /> Forbearance by WSDOT Not a Waiver
<br /> Any forbearance by WSDOT in exercising any right or remedy hereunder, or otherwise afforded by
<br /> applicable law, shall not be a waiver of or preclude the exercise of any such right or remedy.
<br /> Section 22
<br /> Lack of Waiver
<br /> In no event shall any WSDOT payment of grant funds to the CONTRACTOR constitute or be
<br /> construed as a waiver by WSDOT of any CONTRACTOR breach, or default. Such payment shall
<br /> in no way impair or prejudice any right or remedy available to WSDOT with respect to any breach
<br /> or default.
<br /> Section 23
<br /> Limitation of Liability
<br /> A. The CONTRACTOR shall indemnify and hold harmless WSDOT, its agents, employees, and
<br /> officers and process and defend at its own expense any and all claims, demands, suits at law or
<br /> equity, actions, penalties, losses, damages, or costs(hereinafter referred to collectively as"claims"),
<br /> of whatsoever kind or nature brought against WSDOT arising out of, in connection with or incident
<br /> to the execution of this AGREEMENT and/or the CONTRACTOR's performance or failure to
<br /> perform any aspect of this AGREEMENT. This indemnity provision applies to all claims against
<br /> WSDOT, its agents, employees and officers arising out of, in connection with or incident to the
<br /> negligent acts or omissions of the CONTRACTOR, its agents, employees, officers and
<br /> subcontractors. Provided, however, that nothing herein shall require the CONTRACTOR to
<br /> indemnify and hold harmless or defend the WSDOT, its agents, employees or officers to the extent
<br /> that claims are caused by the sole negligent acts or omissions of the WSDOT, its agents, employees
<br /> or officers; and provided further that if such claims result from the concurrent negligence of(a) the
<br /> CONTRACTOR its employees, agents, officers or contractors and (b) the STATE, its employees
<br /> or authorized agents, or involves those actions covered by RCW 4.24.115, the indemnity provisions
<br /> provided herein shall be valid and enforceable only to the extent of the negligence of the PARTY,
<br /> its employees, officers, authorized agents, and/or contractors. The indemnification and hold
<br /> harmless provision shall survive termination of this AGREEMENT. B. The CONTRACTOR shall
<br /> be deemed an independent contractor for all purposes, and the employees of the CONTRACTOR
<br /> or its subcontractors and the employees thereof, shall not in any manner be deemed to be the
<br /> employees of WSDOT.
<br /> C. The CONTRACTOR specifically assumes potential liability for actions brought by
<br /> CONTRACTOR's employees and/or subcontractors and solely for the purposes of this
<br /> indemnification and defense, the CONTRACTOR specifically waives any immunity under the State
<br /> Industrial Insurance Law, Title 51 Revised Code of Washington.
<br /> Everett Transit Page 9 of 12
<br /> PTD0091
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