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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
<br /> setting forth the manner in which the CONTRACTOR is in default hereunder. If it is later determined by
<br /> WSDOT that the CONTRACTOR had an excusable reason for not performing, such as events which are not
<br /> the fault of or are beyond the control of the CONTRACTOR,such as a strike,fire or flood,WSDOT may:(a)
<br /> allow the CONTRACTOR to continue work after setting up a new delivery of performance schedule, or(b)
<br /> treat the termination as a termination for convenience.
<br /> C. WSDOT, in its sole discretion may, in the case of a termination for breach or default, allow the
<br /> CONTRACTOR ten(10)business days,or such longer period as determined by WSDOT,in which to cure
<br /> the defect. In such case,the notice of termination will state the time period in which cure is permitted and
<br /> other appropriate conditions. If the CONTRACTOR fails to remedy to WSDOT's satisfaction the breach
<br /> or default within the timeframe and under the conditions set forth in the notice of termination, WSDOT
<br /> shall have the right to terminate this AGREEMENT without any further obligation to CONTRACTOR.
<br /> Any such termination for default shall not in any way operate to preclude WSDOT from also pursuing all
<br /> 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
<br /> or 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 /> E. Any termination of the AGREEMENT,whether for convenience or for default,that requires the AGREEMENT
<br /> to be terminated or discontinued before the specified end date set forth in the caption header,"Term of Project",shall
<br /> require WSDOT to amend the AGREEMENT to reflect the termination date and reason for termination.
<br /> Section 13
<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 14
<br /> 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,and shall in no way impair or prejudice any right or remedy
<br /> available to WSDOT with respect to any breach or default.In no event shall acceptance of any WSDOT payment of
<br /> grant funds by the CONTRACTOR constitute or be construed as a waiver by CONTRACTOR of any WSDOT breach,
<br /> or default which shall in no way impair or prejudice any right or remedy available to CONTRACTOR with respect to
<br /> any breach or default.
<br /> Section 15
<br /> WSDOT Advice
<br /> The CONTRACTOR bears complete responsibility for the administration and success of the work as it is defined in
<br /> this AGREEMENT and any amendments thereto.Although the CONTRACTOR may seek the advice of WSDOT,the
<br /> offering of WSDOT advice shall not modify the CONTRACTOR's rights and obligations under this AGREEMENT
<br /> and WSDOT shall not be held liable for any advice offered to the CONTRACTOR.
<br /> Section 16
<br /> Limitation of Liability and Indemnification
<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 arising
<br /> out of, in connection with or incident to this AGREEMENT and/or the CONTRACTOR's performance or failure to
<br /> perform any aspect of this AGREEMENT.This indemnity provision applies to all claims against WSDOT,its agents,
<br /> employees and officers arising out of,in connection with or incident to the acts or omissions of the CONTRACTOR,
<br /> its agents, employees and officers. Provided, however, that nothing herein shall require the CONTRACTOR to
<br /> indemnify and hold harmless or defend the WSDOT, its agents, employees or officers to the extent that claims are
<br /> caused by the acts or omissions of the WSDOT, its agents, employees or officers. The indemnification and hold
<br /> harmless provision shall survive termination of this AGREEMENT.
<br /> GCB2750 Page 5 of 13
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