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2. The CONTRACTOR shall certify that it has self-insurance and provide a written certificate of self-insurance to
<br />WSDOT with the first request for reimbursement, and annually thereafter. The CONTRACTOR will cover from its own
<br />resources the costs of repairing or replacing any Project facilities, associated equipment and/or infrastructure, if it is
<br />stolen, damaged, or destroyed in any manner.
<br />B. If the damage to the Project does not result in a total loss, payments for damage shall be paid directly to the
<br />CONTRACTOR. The CONTRACTOR shall, within thirty (30) days, either: 1. Devote all of the insurance proceeds
<br />received to repair the Project and place it back in service, and the CONTRACTOR shall, at its own expense, pay any
<br />portion of the cost of repair which is not covered by insurance; or
<br />2. In the event the CONTRACTOR certified to self- insurance, devote all funds necessary to repair the Project and
<br />place it back into service.
<br />C. If the Project is a total loss, either by theft or damage, the insurance proceeds or equivalent shall be paid directly to
<br />the CONTRACTOR and within fifteen (15) days the CONTRACTOR shall pay WSDOT its proportionate funded share
<br />of such proceeds received. The CONTRACTOR shall within sixty (60) days of loss, theft, or damage, notify WSDOT
<br />that it either:
<br />I . Intends to replace the lost Project facilities, associated equipment and/or infrastructure; or
<br />2. Does not intend to replace the lost Project facilities, associated equipment and/or infrastructure.
<br />D If the CONTRACTOR intends to replace the Project facilities, associated equipment and/or infrastructure then
<br />WSDOT will reimburse the CONTRACTOR upon receipt of an approved invoice, funds up to the amount WSDOT
<br />received in insurance proceeds.
<br />E. Coverage, if obtained or provided by the CONTRACTOR in compliance with this section, shall not be deemed as
<br />having relieved the CONTRACTOR of any liability in excess of such coverage as required by the limitation of liability
<br />section of this AGREEMENT, or otherwise.
<br />Section 25
<br />Limitation of Liability
<br />A. The CONTRACTOR shall indemnify and hold WSDOT, its agents, employees, and officers harmless from and
<br />process and defend at its own expense any and all claims, demands, suits at law or equity, actions, penalties, losses,
<br />damages, or costs (hereinafter referred to collectively as "claims"), of whatsoever kind or nature brought against
<br />WSDOT arising out of, in connection with or incident to this AGREEMENT and/or the CONTRACTOR's performance
<br />or failure to perform any aspect of this AGREEMENT. This indemnity provision applies to all claims against WSDOT,
<br />its agents, employees and officers arising out of, in connection with or incident to the negligent acts omissions of the
<br />CONTRACTOR, its agents, employees and officers. Provided, however, that nothing herein shall require the
<br />CONTRACTOR to indemnify and hold harmless or defend the WSDOT, its agents, employees or officers to the extent
<br />that claims are caused by the negligent ads or omissions of the WSDOT, its agents, employees or officers. The
<br />indemnification and hold harmless provision shall survive termination 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 />GCB 2300 Page 7 of 13
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