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1.3 All WSDOT reviews, and/or inspections provided by WSDOT are solely for the benefit of WSDOT and
<br />not for the ENTITY or any other third party.
<br />2. PAYMENT
<br />2.1 The ENTITY, in consideration of the faithful performance of the work by WSDOT, agrees to reimburse
<br />WSDOT for the actual direct and related indirect costs associated with the work, including WSDOT's current
<br />administrative indirect cost rate.
<br />2.2 The ENTITY agrees to make payment for the work by WSDOT within thirty (30) calendar days from the
<br />date of a state invoice.
<br />2.3 The ENTITY agrees that if it fails to make payment within thirty (30) calendar days of the invoice, the
<br />WSDOT may charge interest in accordance with RCW 43.17.240 and may elect to send the outstanding
<br />invoice(s) to a WSDOT contracted collection agency resulting in the assessment of additional fees and/or
<br />penalties.
<br />2.4 Upon payment of all WSDOT invoices by ENTITY, WSDOT will release rights of remaining Surety
<br />Amount.
<br />3. INCREASE IN COST
<br />3.1 The Parties agree that the estimated cost of the work may be exceeded by up to twenty-five (25) percent.
<br />In the event costs exceed the estimated costs by more than twenty-five (25) percent the Parties agree to
<br />modify the estimated cost of work by written amendment, signed by both Parties.
<br />4. ASSIGNMENT
<br />4.1 This Agreement, and any claim arising under this Agreement, shall not be assignable or delegable by
<br />either Party, either in whole or in part.
<br />5. INDEMNIFICATION
<br />5.1 The ENTITY shall defend, protect and hold harmless WSDOT, its officers, officials, employees, and/or
<br />agents from and against all claims, suits or actions arising from the negligent acts or omissions of ENTITY, its
<br />officers, officials, employees, assigns, contractors, sub -contractors, tenants, sub -tenants, licensees, invitees
<br />and/or agents while performing under the terms of this Agreement. This defense and indemnity obligation
<br />shall not include such claims, actions, costs, damages, or expenses which may be caused by the sole
<br />negligence of WSDOT, its officers, officials, employees, contractors, sub -contractors and/or agents; provided,
<br />however, that if the claims, suits or actions are caused by or result from the concurrent negligence of (a)
<br />WSDOT, its officers, officials, agents, contractors, sub -contractors or employees and (b) the ENTITY, its
<br />officers, officials, employees, assigns, contractors, sub -contractors, tenants, sub -tenants, licensees, invitees
<br />and/or agents, or involves those actions covered by RCW 4.24.115, this indemnity provision shall be valid
<br />and enforceable only to the extent of the negligence of the ENTITY or its officers, officials, employees,
<br />assigns, contractors, sub -contractors, tenants, sub -tenants, licensees, invitees and/or agents. ENTITY
<br />specifically assumes potential liability for the actions brought by ENTITY'S employees and solely for the
<br />purposes of this indemnification and defense, ENTITY specifically waives any immunity it may be afforded in
<br />connection with such claims under the State industrial insurance law, Title 51 RCW. ENTITY recognizes that
<br />this waiver was the subject of mutual negotiations.
<br />This indemnification and waiver shall survive the termination of this Agreement.
<br />DOT Form 224-102 EF
<br />Revised 02/2013 Page 2
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