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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.
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