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<br /> B. Termination for Default. WSDOT may suspend or terminate this AGREEMENT for default,in whole or in part,
<br /> and all or any part of the financial assistance provided herein, at any time by written notice to the CONTRACTOR, if
<br /> the CONTRACTOR materially breaches or fails to perform any of the requirements of this AGREEMENT,including:
<br /> 1. Takes any action pertaining to this AGREEMENT without the approval of WSDOT, which under the
<br /> procedures of this AGREEMENT would have required the approval of WSDOT;
<br /> 2. Jeopardizes its ability to perform pursuant to this AGREEMENT,United States of America laws,Washington
<br /> state laws,or local governmental laws under which the CONTRACTOR operates;
<br /> 3. Fails to make reasonable progress on the Project or other violation of this AGREEMENT that endangers
<br /> substantial performance of the Project;or
<br /> 4. Fails to perform in the manner called for in this AGREEMENT or fails,to comply with, or is in violation of,
<br /> any provision of this AGREEMENT. WSDOT shall serve a notice of termination on the CONTRACTOR setting forth
<br /> the manner in which the CONTRACTOR is in default hereunder. If it is later determined by WSDOT that the
<br /> CONTRACTOR had an excusable reason for not performing, such as events which are not the fault of or are beyond
<br /> the control of the CONTRACTOR, such as a strike, fire or flood, WSDOT may: (a) allow the CONTRACTOR to
<br /> continue work after setting up a new delivery of performance schedule,or(b)treat the termination as a termination for
<br /> convenience.
<br /> C. WSDOT, in its sole discretion may, in the case of a termination for breach or default,allow the CONTRACTOR
<br /> ten(10)business days,or such longer period as determined by WSDOT,in which to cure the defect. In such case,the
<br /> notice of termination will state the time period in which cure is permitted and other appropriate conditions. If the
<br /> CONTRACTOR fails to remedy to WSDOT's satisfaction the breach or default within the timeframe and under the
<br /> conditions set forth in the notice of termination,WSDOT shall have the right to terminate this AGREEMENT without
<br /> any further obligation to CONTRACTOR. Any such termination for default shall not in any way operate to preclude
<br /> WSDOT from also pursuing all available remedies against CONTRACTOR and its sureties for said breach or default.
<br /> D. In the event that WSDOT elects to waive its remedies for any breach by CONTRACTOR of any covenant,term or
<br /> condition of this AGREEMENT, such waiver by WSDOT shall not limit WSDOT's remedies for any succeeding
<br /> breach of that or of any other term,covenant,or condition of this AGREEMENT.
<br /> Section 22
<br /> Forbearance by WSDOT Not a Waiver
<br /> Any forbearance by WSDOT in exercising any right or remedy hereunder, or otherwise afforded by applicable law,
<br /> shall not be a waiver of or preclude the exercise of any such right or remedy.
<br /> Section 23
<br /> Lack of Waiver
<br /> In no event shall any WSDOT payment of grant funds to the CONTRACTOR constitute or be construed as a waiver
<br /> by WSDOT of any CONTRACTOR breach,or default. Such payment shall in no way impair or prejudice any right or
<br /> remedy available to WSDOT with respect to any breach or default.
<br /> Section 24
<br /> Limitation of Liability
<br /> A. The CONTRACTOR shall indemnify and hold harmless WSDOT,its agents,employees, and officers and process
<br /> and defend at its own expense any and all claims, demands, suits at law or equity, actions,penalties, losses, damages,
<br /> or costs (hereinafter 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 CONTRACTOR's
<br /> performance or failure to perform any aspect of this AGREEMENT. This indemnity provision applies to all claims
<br /> against WSDOT, its agents, employees and officers arising out of, in connection with or incident to the negligent acts
<br /> or omissions of the CONTRACTOR, its agents, employees and officers.Provided,however,that nothing herein shall
<br /> require the CONTRACTOR to indemnify and hold harmless or defend the WSDOT, its agents, employees or officers
<br /> 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
<br /> CONTRACTOR or its subcontractors and the employees thereof, shall not in any manner be deemed to be the
<br /> employees of WSDOT.
<br /> C. The CONTRACTOR specifically assumes potential liability for actions brought by CONTRACTOR's employees
<br /> and/or subcontractors and solely for the purposes of this indemnification and defense,the CONTRACTOR specifically
<br /> waives any immunity under the State Industrial Insurance Law,Title 51 Revised Code of Washington.
<br /> GCA6818 31 Page 6 of 9
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