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• <br /> 4 <br /> officers, authorized agents,and/or contractors.The indemnification and hold harmless provision shall survive termination <br /> 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 employees of <br /> 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 the <br /> 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 26 • <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 <br /> AGREEMENT,it being understood that in such matters he or she is acting solely as an agent of WSDOT. <br /> Section 27 • <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 <br /> arise,the offering of WSDOT advice shall not shift the responsibility of the CONTRACTOR for the correct administration <br /> and success of the Project,and WSDOT shall not be held liable for offering advice to the CONTRACTOR. <br /> Section 28 <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,shall <br /> not be a waiver of or preclude the exercise of any such right or remedy. <br /> Section 29 <br /> Lack of Waiver <br /> In no event shall any WSDOT payment of funds to the CONTRACTOR constitute or be construed as a waiver by WSDOT <br /> of any CONTRACTOR breach,or default. Such payment shall in no way impair or prejudice any right or remedy available <br /> to WSDOT with respect to any breach or default • <br /> Section 30 <br /> Changed Conditions Affecting Performance <br /> The CONTRACTOR hereby agrees to immediately notify WSDOT of any changein conditions or law,or of any other <br /> event,which may affect its ability to perform the Project in accordance with the provisions of this AGREEMENT. <br /> Section 31 <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 each of the PARTIES. <br /> Provided,however,that changes to the federal award identification number,DUNS,project title,federal ID number,CFDA <br /> number,milestones,UPIN the contact person of either PARTY, or dollar amount changes that do not affect the project • <br /> total cost, will not require a written amendment, but will be approved and documented by WSDOT throe•h an <br /> administrative revision.WSDOT shall notify the CONTRACTOR of the revision in writing. <br /> • <br /> Section 32 <br /> Disputes <br /> A. Disputes. Disputes, arising in the performance of this AGREEMENT,which are not resolved by agreement of the <br /> PARTIES, shall be decided in writing by the WSDOT Public Transportation Division's Assistant Director or designee. <br /> This decision shall be final and conclusive unless within teri (10) days from the date of CONTRACTOR'S receipt of <br /> WSDOT's written decision,the CONTRACTOR mails or otherwise furnishes a written appeal to the Director of the Public <br /> . Transportation Division or the Director's designee. The CONTRACTOR's appeal shall be decided in writing by the <br /> Director of the Public Transportation Division within thirty(30)days of receipt of the appeal by the Director of the Public <br /> Transportation Division or the Director's designee. The decision shall be binding upon the CONTRACTOR and the <br /> CONTRACTOR shall abide by the decision. <br /> GCB2818 Page 8 of 13 <br /> 71 <br />