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<br /> Section 26
<br /> Limitation of Liability
<br /> A. The CONTRACTOR shall indemnify, defend, and hold WSDOT, its agents, employees, and
<br /> officers harmless from and process and defend at its own expense any and all claims, demands,
<br /> suits at law or equity, actions, penalties, losses, damages, or costs (hereinafter referred to
<br /> collectively as "claims"), of whatsoever kind or nature brought against WSDOT arising out of, in
<br /> connection with or incident to this AGREEMENT and/or the CONTRACTOR's performance or
<br /> failure to perform any aspect of this AGREEMENT. This indemnity and defense provision applies
<br /> to all claims against WSDOT, its agents, employees and officers arising out of, in connection with
<br /> or incident to the negligent acts or omissions of the CONTRACTOR, its agents, employees, officers
<br /> and subcontractors of any tier. Provided, however, that nothing herein shall require the
<br /> CONTRACTOR to indemnify, defend, and hold harmless or defend WSDOT, its agents, employees
<br /> or officers to the extent that claims are caused by the negligent acts or omissions of WSDOT, its
<br /> agents, employees or officers; and provided further that if such claims result from the concurrent
<br /> negligence of (a) the CONTRACTOR its employees, agents, officers or contractors and (b) the
<br /> STATE, its employees or authorized agents, or involves those actions covered by RCW 4.24.115,
<br /> the indemnity and defense provisions provided herein shall be valid and enforceable only to the
<br /> extent of the negligence of the CONTRACTOR, its employees, officers, authorized agents, and/or
<br /> contractors. The indemnification and hold harmless provision shall survive termination of this
<br /> AGREEMENT.
<br /> B. The CONTRACTOR shall be deemed an independent contractor for all purposes, and the
<br /> employees of the CONTRACTOR or its subcontractors and the employees thereof, shall not in any
<br /> manner be deemed to be employees of WSDOT.
<br /> C. The CONTRACTOR agrees that its obligations under this AGREEMENT extend to any
<br /> claim, demand, and/or cause of action by, or on behalf of its employees or agents while performing
<br /> under this AGREEMENT. For this purpose, the CONTRACTOR, by MUTUAL NEGOTIATION,
<br /> hereby waives any immunity that would otherwise be available to it against such claims under the
<br /> Industrial Insurance provisions in Title 51 RCW.
<br /> D. In the event either the CONTRACTOR or WSDOT incurs attorney's fees, costs or other legal
<br /> expenses to enforce the provisions of this section of this AGREEMENT against the other PARTY,
<br /> all such fees, costs and expenses shall be recoverable by the prevailing PARTY.
<br /> Section 27
<br /> Personal Liability of Public Officers
<br /> No officer or employee of WSDOT shall be personally liable for any acts or failure to act in
<br /> connection with this AGREEMENT, it being understood that in such matters he or she is acting
<br /> solely as an agent of WSDOT.
<br /> Section 28
<br /> WSDOT Advice
<br /> The CONTRACTOR bears complete responsibility for the administration and success of the Project
<br /> as it is defined by this AGREEMENT and any amendments thereto. If the CONTRACTOR solicits
<br /> advice from WSDOT on problems that may arise, the offering of WSDOT advice shall not shift the
<br /> responsibility of the CONTRACTOR for the correct administration and success of the Project, and
<br /> WSDOT shall not be held liable for offering advice to the CONTRACTOR.
<br /> Section 29
<br /> Forbearance by WSDOT Not a Waiver
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<br /> Everett Transit 10 of 15
<br /> PTD0465
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