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C. WSDOT, in its sole discretion, may, in the case of a termination for breach or default, allow <br />the GRANTEE ten (10) business days, or such longer period as determined by WSDOT, <br />in which to cure the defect. In such cases, the notice of termination will state the time <br />period in which cure is permitted and other appropriate conditions. If the GRANTEE fails <br />to remedy to WSDOT's satisfaction the breach or default within the timeframe and under <br />the conditions set forth in the notice of termination, WSDOT shall have the right to <br />terminate this AGREEMENT without any further obligation to GRANTEE. Any such <br />termination for default shall not in any way operate to preclude WSDOT from also pursuing <br />all available remedies against GRANTEE and its sureties for said breach or default. <br />D. In the event that WSDOT elects to waive its remedies for any breach by GRANTEE of any <br />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 />E. Any termination of the AGREEMENT, whether for convenience or for default, that requires <br />the AGREEMENT to be terminated or discontinued before the specified end date set forth <br />in the caption header, “Term of Project”, shall require WSDOT to amend the AGREEMENT <br />by written amendment to reflect the termination date and reason for termination. <br />Section 33 <br />Forbearance by WSDOT Not a Waiver <br />Any forbearance by WSDOT in exercising any right or remedy under this agreement, or otherwise <br />afforded by law, shall not be a waiver of or preclude the exercise of any such right or remedy. <br />Section 34 <br />Waiver <br />In no event shall any WSDOT payment of grant funds to the GRANTEE constitute or be <br />construed as a waiver by WSDOT of any GRANTEE breach, or default, and shall in no way <br />impair or prejudice any right or remedy available to WSDOT with respect to any breach or <br />default. In no event shall acceptance of any WSDOT payment of grant funds by the GRANTEE <br />constitute or be construed as a waiver by GRANTEE of any WSDOT breach, or default which <br />shall in no way impair or prejudice any right or remedy available to GRANTEE with respect to <br />any breach or default. <br />Section 35 <br />WSDOT Advice <br />The GRANTEE bears complete responsibility for the administration and success of the work as it <br />is defined in this AGREEMENT and any amendments thereto. Although the GRANTEE may seek <br />the advice of WSDOT, the offering of WSDOT advice shall not modify the GRANTEE’s rights and <br />obligations under this AGREEMENT and WSDOT shall not be held liable for any advice offered <br />to the GRANTEE. <br />Section 36 <br />Limitation of Liability and Indemnification <br />A. The GRANTEE 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 <br />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 <br />of, in connection with or incident to this AGREEMENT and/or the GRANTEE’s <br />performance or failure to perform any aspect of this AGREEMENT. This indemnity <br />provision applies to all claims against WSDOT, its agents, employees, and officers arising <br />out of, in connection with, or incident to the acts or omissions of the GRANTEE, its agents, <br />employees, and officers. Provided, however, that nothing herein shall require the <br />City of Everett <br />PTD1210 <br />Page 9 of 11