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<br /> B. During the useful life of the Project,if the damage to the Project does not result in a total loss,payments for damage shall be paid
<br /> directly to the CONTRACTOR. The CONTRACTOR shall;within thirty(30)days,either:
<br /> 1. Devote all of the insurance proceeds received to repair the Project and place it back in service,and the CONTRACTOR shall,
<br /> at its own expense,pay any portion of the cost of repair which is not covered by insurance;or
<br /> 2. In the event the CONTRACTOR certified to self-insurance,devote all funds necessary to repair the Project and place it back
<br /> into service.
<br /> C. During the useful life of the Project,if the Project is a total loss,either by theft or damage,the insurance proceeds or equivalent
<br /> shall be paid directly to the CONTRACTOR and within fifteen(15)days the CONTRACTOR shall pay WSDOT its proportionate
<br /> funded share of such proceeds received. The CONTRACTOR shall within sixty(60)days of loss,theft,or damage,notify WSDOT
<br /> that it either:
<br /> 1. Intends to replace the lost Project facilities,associated equipment and/or infrastructure;or
<br /> 2. Does not intend to replace the lost Project facilities,associated equipment and/or infrastructure.
<br /> D If the CONTRACTOR intends to replace the Project facilities, associated equipment and/or infrastructure then WSDOT will
<br /> reimburse the CONTRACTOR upon receipt of an approved invoice,funds up to the amount WSDOT received in insurance proceeds.
<br /> E. Coverage,if obtained or provided by the CONTRACTOR in compliance with this section,shall not be deemed as having relieved
<br /> the CONTRACTOR of any liability in excess of such coverage as required by the limitation of liability section of this AGREEMENT,
<br /> or otherwise.
<br /> Section 23
<br /> Limitation of Liability
<br /> A. The CONTRACTOR shall indemnify and hold harmless WSDOT, its agents,employees,and officers harmless from and process
<br /> and defend at its own expense any and all claims, demands, suits at law or equity, actions, penalties, losses, damages, or costs
<br /> (hereinafter referred to collectively as"claims"),of whatsoever kind or nature brought against WSDOT arising out of,in connection
<br /> with or incident to this AGREEMENT and/or the CONTRACTOR's performance or failure to perform any aspect of this
<br /> AGREEMENT.This indemnity provision applies to all claims against WSDOT,its agents,employees and officers arising out of, in
<br /> connection with or incident to the negligent acts omissions of the CONTRACTOR, its agents, employees and officers. Provided,
<br /> however, that nothing herein shall require the CONTRACTOR to indemnify and hold harmless or defend the WSDOT, its agents,
<br /> employees or officers to the extent that claims are caused by the negligent acts or omissions of the WSDOT,its agents,employees or
<br /> officers.The indemnification and hold harmless provision shall survive termination of this AGREEMENT.
<br /> B. The CONTRACTOR shall be deemed an independent contractor for all purposes,and the employees of the CONTRACTOR or its
<br /> subcontractors and the employees thereof,shall not in any manner be deemed to be employees of WSDOT.
<br /> C. The CONTRACTOR specifically assumes potential liability for actions brought by CONTRACTOR's employees and/or
<br /> subcontractors and solely for the purposes of this indemnification and defense,the CONTRACTOR specifically waives any immunity
<br /> under the State Industrial Insurance Law,Title 51 Revised Code of Washington.
<br /> D. In the event either the CONTRACTOR or WSDOT incurs attorney's fees,costs or other legal expenses to enforce the provisions
<br /> of this section of this AGREEMENT against the other PARTY,all such fees,costs and expenses shall be recoverable by the prevailing
<br /> PARTY.
<br /> Section 24
<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 connection with this AGREEMENT,
<br /> it being understood that in such matters he or she is acting solely as an agent of WSDOT.
<br /> Section 25
<br /> WSDOT Advice
<br /> The CONTRACTOR bears complete responsibility for the administration and success of the Project as it is defined by this
<br /> AGREEMENT and any amendments thereto. If the CONTRACTOR solicits advice from WSDOT on problems that may arise,the
<br /> offering of WSDOT advice shall not shift the responsibility of the CONTRACTOR for the correct administration and success of the
<br /> Project,and WSDOT shall not be held liable for offering advice to the CONTRACTOR.
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