|
Section 23
<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,or
<br /> costs(hereinafter referred to collectively as"claims"),of whatsoever kind or nature brought against WSDOT arising out
<br /> of, in connection with or incident to the execution of this AGREEMENT and/or the CONTRACTOR's performance or
<br /> failure to perform any aspect of this AGREEMENT.This indemnity provision applies to all claims against WSDOT,its
<br /> agents, employees and officers arising out of, in connection with or incident to the negligent acts or omissions of the
<br /> CONTRACTOR,its agents,employees,officers and subcontractors.Provided,however,that nothing herein shall require
<br /> the CONTRACTOR to indemnify and hold harmless or defend the WSDOT, its agents, employees or officers to the
<br /> extent that claims are caused by the sole negligent acts or omissions of the WSDOT, its agents, employees or officers;
<br /> and provided further that if such claims result from the concurrent negligence of(a)the CONTRACTOR its employees,
<br /> agents,officers or contractors and(b)the STATE,its employees or authorized agents,or involves those actions covered
<br /> by RCW 4.24.115, the indemnity provisions provided herein shall be valid and enforceable only to the extent of the
<br /> negligence of the PARTY,its employees,officers, authorized agents,and/or contractors. The indemnification and hold
<br /> harmless provision shall survive termination of this AGREEMENT. B. The CONTRACTOR shall be deemed an
<br /> independent contractor for all purposes, and the employees of the CONTRACTOR or its subcontractors and the
<br /> employees thereof,shall not in any manner be deemed to be the 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 /> D. In the event either the CONTRACTOR or WSDOT incurs attorney's fees, costs or other legal expenses to enforce
<br /> the provisions of this section of this AGREEMENT against the other PARTY,all such fees,costs and expenses shall be
<br /> recoverable by the prevailing PARTY.
<br /> Section 24
<br /> Agreement Modifications
<br /> Either PARTY may request changes to this AGREEMENT. Any changes to the terms of this AGREEMENT must be
<br /> mutually agreed upon and incorporated by written amendment to this AGREEMENT. Such written amendment to this
<br /> AGREEMENT shall not be binding or valid unless signed by the persons authorized to bind from each of the PARTIES.
<br /> Provided, however, that changes to the federal award identification number, DUNS, project title, federal ID number,
<br /> CFDA number,milestones,UPIN the contact person of either PARTY, or dollar amount changes that do not affect the
<br /> project total cost,will not require a written amendment, but will be approved and documented by WSDOT through an
<br /> administrative revision.WSDOT shall notify the CONTRACTOR of the revision in writing.
<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
<br /> this AGREEMENT and any amendments thereto.If the CONTRACTOR solicits advice from WSDOT on problems that
<br /> may arise, the offering of WSDOT advice shall not shift the responsibility of the CONTRACTOR for the correct
<br /> administration and success of the Project, and WSDOT shall not be held liable for offering advice to the
<br /> CONTRACTOR.
<br /> Section 26
<br /> Venue and Process
<br /> In the event that 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 initiated in the Superior
<br /> Court of the State of Washington situated in Thurston County. The PARTIES agree that the laws of the State of
<br /> Washington shall apply.
<br /> Section 27
<br /> Subrogation
<br /> A. Prior to Subrogation. WSDOT may require the CONTRACTOR to take such action as may be necessary or
<br /> appropriate to preserve the CONTRACTOR's right to recover damages from any person or organization alleged to be
<br /> legally responsible for injury to any equipment,property, or transportation program in which WSDOT has a financial
<br /> interest.
<br /> B. Subrogation. WSDOT may require the CONTRACTOR to assign to WSDOT all right of recovery against any
<br /> person or organization for loss,to the extent of WSDOT's loss. Upon assignment,the CONTRACTOR shall execute,
<br /> GCB2766 Page 7 of 10
<br />
|