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GRANTEE to indemnify and hold harmless or defend the WSDOT, its agents, employees, <br />or officers to the extent that claims are caused by the acts or omissions of the WSDOT, its <br />agents, employees, or officers. The indemnification and hold harmless provision shall <br />survive termination of this AGREEMENT. <br />B. The GRANTEE shall be deemed an independent GRANTEE for all purposes, and the <br />employees of the GRANTEE or its subcontractors and the employees thereof, shall not in <br />any manner be deemed to be the employees of WSDOT. <br />C. The GRANTEE specifically assumes potential liability for actions brought by the <br />GRANTEE’s employees and/or subcontractors and solely for the purposes of this <br />indemnification and defense, the GRANTEE specifically waives any immunity under the <br />state Industrial Insurance Law, Title 51 Revised Code of Washington. <br />D. In the event either the GRANTEE or WSDOT incurs attorney fees, costs, or other legal <br />expenses to enforce the provisions of this section of this AGREEMENT against the other <br />PARTY, all such fees, costs, and expenses shall be recoverable by the prevailing PARTY. <br />Section 37 <br />Governing Law, Venue, and Process <br />This AGREEMENT shall be construed and enforced in accordance with, and the validity and <br />performance thereof shall be governed by the laws of the state of Washington. In the event that <br />either PARTY deems it necessary to institute legal action or proceedings to enforce any right or <br />obligation under this AGREEMENT, the PARTIES hereto agree that any such action shall be <br />initiated in the state of Washington Thurston County Superior Court situated in Thurston County. <br />Section 38 <br />Order of Precedence <br />Any conflict or inconsistency in this AGREEMENT and its attachments will be resolved by giving <br />documents precedence in the following order: <br />1. State law <br />2. This AGREEMENT <br />3. CTR Guidebook <br />Section 39 <br />Severability <br />If any covenant or provision of this AGREEMENT shall be adjudged void, such adjudication shall <br />not affect the validity or obligation of performance of any other covenant or provision, or part <br />thereof, that in itself is valid if such remainder conforms to the terms and requirements of <br />applicable law and the intent of this AGREEMENT. No controversy concerning any covenant or <br />provision shall delay the performance of any other covenant or provision except as herein allowed. <br />Section 40 <br />Counterparts <br />This AGREEMENT may be executed in several counterparts, each of which shall be deemed to <br />be an original having identical legal effect. The GRANTEE does hereby ratify and adopt all <br />statements, representations, warranties, covenants, and agreements and their supporting <br />materials contained and/or mentioned in such executed counterpart and does hereby accept <br />State Funds and agrees to all of the terms and conditions thereof. <br />Section 41 <br />Execution <br />This AGREEMENT is executed by the Director of the Public Transportation Division, Washington <br />State Department of Transportation, or the Director's designee, not as an individual incurring <br />City of Everett <br />PTD1210 <br />Page 10 of 11