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Section 27
<br />Limitation of Liability
<br />A.This provision shall survive termination of this AGREEMENT.
<br />B.The GRANTEE 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,
<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 this AGREEMENT and/or the GRANTEE’s
<br />performance or failure to perform any aspect of this AGREEMENT. This indemnity and
<br />defense provision applies to all claims against WSDOT, its agents, employees, and officers
<br />arising out of, in connection with, or incident to the negligent acts or omissions of the
<br />GRANTEE, its agents, employees, officers, and contractors and subcontractors of any tier.
<br />Provided, however, that nothing herein shall require the GRANTEE to indemnify, defend,
<br />and hold harmless or defend WSDOT, its agents, employees, or officers to the extent that
<br />claims are caused by the negligent acts or omissions of WSDOT, its agents, employees or
<br />officers; and provided further that if such claims result from the concurrent negligence of
<br />(a) the GRANTEE its employees, agents, officers or contractors and (b) the STATE, its
<br />employees or authorized agents, or involves those actions covered by RCW 4.24.115, the
<br />indemnity and defense provisions provided herein shall be valid and enforceable only to
<br />the extent of the negligence of the GRANTEE, its employees, officers, authorized agents,
<br />and/or contractors.
<br />C.The GRANTEE shall be deemed an independent contractor for all purposes, and the
<br />employees of the GRANTEE or its contractors and subcontractors and the employees
<br />thereof, shall not in any manner be deemed to be employees of WSDOT.
<br />D.The GRANTEE agrees that its obligations under this AGREEMENT extend to any claim,
<br />demand, and/or cause of action by, or on behalf of its employees or agents while
<br />performing under this AGREEMENT. For this purpose, the GRANTEE, by MUTUAL
<br />NEGOTIATION, hereby waives any immunity that would otherwise be available to it against
<br />such claims under the Industrial Insurance provisions in Title 51 RCW.
<br />E.In the event either the GRANTEE 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
<br />PARTY, all such fees, costs, and expenses shall be recoverable by the prevailing PARTY.
<br />Section 28
<br />Personal Liability & WSDOT Advice
<br />A.Personal Liability of Public Officers, no officer or employee of WSDOT shall be
<br />personally liable for any acts or failure to act in connection with this AGREEMENT,
<br />it being understood that in such matters he or she is acting solely as an agent of
<br />WSDOT.
<br />B. WSDOT Advice, the GRANTEE bears complete responsibility for the administration
<br />and success of the Project as it is defined by this AGREEMENT and any
<br />amendments thereto. If the GRANTEE solicits advice from WSDOT on problems
<br />that may arise, the offering of WSDOT advice shall not shift the responsibility of the
<br />GRANTEE for the correct administration and success of the Project, and WSDOT
<br />shall not be held liable for offering advice to the GRANTEE.
<br />Everett Transit
<br />PTD1163
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