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WSDOT„ the CONTRACTOR will account for the same, and dispose of it in the manner WSDOT
<br />directs„
<br />B. 'Termination for Default., Either PARTY may terminate this AGREEMENT for default at any time by
<br />written ,notice to the other PARTY, if that PARTY materially breaches or fails to perform any of the
<br />requirements of this AGREEMENT, Pursuant thereto:, WSDOT may terminate this AGREEMENT for
<br />reasons including, but not limited to, if the CONTRACTOR
<br />a) Takes any action pertaining to this AGREEMENT without the approval of 'WSDOT, which under
<br />the procedures of this AGREEMENT would have required. the approval of WSDOT;
<br />b) Fails to make reasonable progress on the Project or other violation of this AGREEMENT that
<br />endangers substantial performance of the Project; or
<br />c) Fails to perform in the manner called, for in this AGREEMENT or fails, to comply with, or is in
<br />violation of, any material provision of this AGREEMENT., If it is later determined by WSDOT that
<br />the CONTRA,CTOR had an excusable reason for not perfbrming, such as events which are not the
<br />fault of'' or are beyond the control of the CONTRACTOR, swab as a strike, !tire or flood, WSDOT
<br />may: (a) allow the CONTRACITOR to continue work after setting up a new deliveryof performa,nee
<br />schedule, or (b) treatthe 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 imiger period ,a,s determined by WSDOT, in whichto cure
<br />the defect, fir such ca,se, 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 or
<br />default within the timefranie and under the conditions set forth in the notice of termination., WSDOT shall
<br />have the right to terminate this AGR.EEMENT -vith.out any further obligation to CONTRACTOR. Any such
<br />termination 'for default shall not in any way operate to preclude WSDOT 'from also pursuing all a,vailable
<br />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
<br />covenant, term or condition of this AGREEMENT, such waiver by WSDOT shall nut limit WSDOT,
<br />remedies for any succeeding breach of that or of any other term, covenant, or condition of this AGREEMENT,
<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
<br />applicable la NV, shall not be a waiver of or preclude the exercise of any such right or remedy,
<br />Section1,4
<br />Waiver
<br />In no event shall any WSDOT payment of grant funds to. the CONTRACTOR constitute or be construed as
<br />waiver by 'WSDOT of any CONTRACTOR breach, or dethult, and shall in no way impair or prejudice any
<br />right or remedy available to WSDOT with respect to any breach or default, In no event shall acceptance of
<br />any wsDar payment of grant funds, by the CONTRACTOR constitute or be construed. as a waiver by
<br />CONTRACTOR of any WSDOT breach, or default which shall in no way impair or :prejudice any right or
<br />remedy available to CONTRACTOR with respect to any breach or default.,
<br />Section 15
<br />WSDOT Advice
<br />the CONTRACTOR bears complete responsibility for the administration and success o.f the work as it is
<br />defined in this AGREEMENT and any amendments thereto. Although the CONTRACTOR may seek the
<br />advice of 'WSDOT, the offering of WSDOT advice shall not modify the CONTRACTOR's rights and
<br />obligations under this AGREEMENT and WSDOT shall not be held liable for any advice offered to the
<br />CO:NTR.ACTOR.
<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
<br />process anddefend at its, owii expense. any and all claims, demands, suits at law or equity, actions, penalties,
<br />losses, damages, or costs (hereinafter referred to collectively as "claims"), of whatsoever kind or nature
<br />brought against WSDOT arising out of, in connection with or incident to this AGREEMENT and/or the
<br />CON1RA,C1OR,'s performance or 'failure to perform any aspect of this AGREEMENT, This indemnity
<br />provision applies to all claims against 'WSDOT, its agents, employees and officers arising out of, in
<br />connection with or incident to the acts or omissions of the CONTRACTOR, its agents, employees and
<br />officers, Provided, however, thaiothing herein shall require the CONTRA,CTOR, to indemnify and hold
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