2017/11/15 Council Agenda Packet

• 15 Section 30 • Agreement Modifications Either PARTY may request changes to this AGREEMENT. Any changes to the terms.of this AGREEMENT must be mutually agreed upon and incorporated by written amendment to this AGREEMENT.Such written amendment to this AGREEMENT shall not be binding or valid unless signed by the persons authorized to bind from each of the PARTIES. Provided,however,that changes to the federal award identification number,DUNS,project title, federal ID number, CFDA number,milestones,UPIN the contact person of either PARTY,or dollar amount changes that do not affect the project total cost,will not require a written amendment,but will be approved and documented by WSDOT through an administrative revision.WSDOT shall notify the CONTRACTOR of the revision in writing. Section 31 WSDOT Advice The CONTRACTOR bears complete responsibility for the administration and success of the Project as it is defined by this AGREEMENT and any amendments thereto.If the CONTRACTOR solicits advice from WSDOT on problems that • may arise, the offering of WSDOT advice shall not shift the responsibility of the CONTRACTOR for the correct dministration and success of the Project, and WSDOT shall not be held liable for offering advice to the CONTRACTOR. Section 32 Venue and Process • In the event that either PARTY deems it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMENT,the PARTIES hereto agree that any such action shall be initiated in the Superior Court of the State of Washington situated in Thurston County. The PARTIES agree that the laws of the State of Washington shall apply. Section 33 Subrogation • A. Prior to Subrogation. WSDOT may require the CONTRACTOR to take such action as may be necessary or appropriate to preserve the CONTRACTOR's right to recover damages from any person or organization alleged to be legally responsible for injury to the Project Equipment or other property in which WSDOT has a financial interest. B. Subrogation. WSDOT may require the CONTRACTOR to assign to WSDOT all right of recovery against any person or organization for loss,to the extent of WSDOT's loss.Upon assignment,the CONTRACTOR shall execute, deliver,and do whatever else is necessary to secure WSDOT's rights.The CONTRACTOR shall do nothing after any loss to prejudice the rights of WSDOT. C. Duties of the CONTRACTOR. If WSDOT has exercised its right of subrogation, the CONTRACTOR shall cooperate with WSDOT and,upon WSDOT's request, assist in the prosecution of suits and enforce any right against any person or organization who maybe liable to WSDOT due to damage of Project Equipment.The CONTRACTOR shall attend hearings and trials as requested by WSDOT,assist in securing and giving evidence as requested by WSDOT, and obtain the attendance of witnesses as requested by WSDOT. Section 34 Permitting The CONTRACTOR agrees to be solely responsible for all required Federal,State and/or local permitting as related to the Project. Section 35 Counterparts This AGREEMENT may be simultaneously executed in several counterparts,each of which shall be deemed to be an original having identical legal effect.The CONTRACTOR does hereby ratify and adopt all statements,representations, warranties, covenants, and agreements and their supporting materials contained and/or mentioned herein, and does hereby accept WSDOT's grant and agrees to all of the terms and conditions thereof. Section 36 Complete Agreement This document contains all covenants,stipulations,and provisions agreed upon by WSDOT.No agent or representative of WSDOT has authority to make, and WSDOT shall not be bound by or be liable for, any statement,representation, promise or agreement not set forth herein or made by written amendment hereto. GCB2819 87 • Page 10 of 13 •