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C. WSDOT, in its sole discretion may, in the case of a termination for breach or default, allow
<br />the CONTRACTOR ten (10) business days, or such longer period as determined by WSDOT, in
<br />which to cure the defect. In such case, the notice of termination will state the time period in
<br />which cure is permitted and other appropriate conditions. If the CONTRACTOR fails to remedy
<br />to WSDOT's satisfaction the breach or default within the timeframe and under the conditions
<br />set forth in the notice of termination, WSDOT shall have the right to terminate this
<br />AGREEMENT without any further obligation to CONTRACTOR. Any such termination for default
<br />shall not in any way operate to preclude WSDOT from also pursuing all available remedies
<br />against CONTRACTOR and its
<br />sureties for said breach or default.
<br />
<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
<br />condition of this AGREEMENT.
<br />
<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
<br />date and the reason for termination.
<br />
<br />Section 24
<br />Limitation of Liability
<br />A. The CONTRACTOR shall indemnify, defend, and hold harmless WSDOT, its agents,
<br />employees, and officers and process and defend at its own expense any and all claims,
<br />demands, suits at law or equity, actions, penalties, losses, damages, or costs (hereinafter
<br />referred to collectively as “claims”), of whatsoever kind or nature brought against WSDOT
<br />arising out of, in connection with or incident to the execution of this AGREEMENT and/or the
<br />CONTRACTOR’s performance or failure to perform any aspect of this AGREEMENT. This
<br />indemnity and defense provision applies to all claims against WSDOT, its agents, employees and
<br />officers arising out of, in connection with or incident to the negligent acts or omissions of the
<br />CONTRACTOR, its agents, employees, officers and subcontractors of any tier. Provided,
<br />however, that nothing herein shall require the CONTRACTOR to indemnify, defend, and hold
<br />harmless or defend WSDOT, its agents, employees or officers to the extent that claims are
<br />caused by the sole negligent acts or omissions of WSDOT, its agents, employees or officers; and
<br />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 or
<br />authorized agents, or involves those actions covered by RCW 4.24.115, the indemnity and
<br />defense provisions provided herein shall be valid and enforceable only
<br />to the extent of the negligence of the PARTY, its employees, officers, authorized agents, and/or
<br />contractors. The indemnification and hold harmless provision shall survive termination of this
<br />AGREEMENT.
<br />
<br />B. The CONTRACTOR shall be deemed an independent contractor for all purposes, and the
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