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<br />agreement or its breach will be decided by arbitration if the parties mutually agree~, or in a court of
<br />competent jurisdiction within the State in which the Recipient is located. ;
<br />Rights and Remedies - The duties and obligations imposed by the Contract Docum nts and the rights
<br />and remedies available thereunder shall be in addition to and not a limitatio of any duties,
<br />obligations, rights and remedies otherwise imposed or available by law. No action o failure to act by
<br />the Recipient, Architect or Contractor shall constitute a waiver of any right or dut afforded any of
<br />them under the Contract, nor shall any such action or failure to act constitute a approval of or
<br />acquiescence in any breach thereunder, except as may be specifically agreed in writi g.
<br />Indemnity - The Contractor shall, to the extent pernutted by law:
<br />Protect, indemnify and save the Recipient and its officers, employees and
<br />consuttants, harmless from and against any and all liabilities, damages, claims,
<br />encumbrances, judgments, awards, losses, costs, expenses, and suits or actions
<br />including reasonable expenses, costs and attorney fees incurred by the Recipient
<br />employees and agents, including consultants, in the defense, settlement or satisfactioi
<br />injury, death, loss or damage to persons or property of any kind whatsoever, a
<br />resulting from, the negligent acts, errors or omissions of the Contractor, includin
<br />errors or omissions of its officers, employees, servants, agents, subcontractors and su~
<br />Upon receipt of notice and if given authority, shall settle at its own expense c
<br />own expense the defense of any such suit, action or proceeding including app
<br />Recipient and its officers, employees and agents, including consultants, relating to si
<br />loss or damage. Each party shall promptly notify the other in writing of the notic
<br />any claim, demand, lien, encumbrance, ~udgment, award, suit, action or other proce
<br />The Contractor shall have sole charge and direction of the defense of such suit, actic
<br />The Recipient shall not make any admission which might be materially prejudicial
<br />unless the contractor has failed to take over the conduct of any negotiations or
<br />reasonable time after receipt of the notice and authority above provided. The Reci
<br />request of the Contractor furnish to the Contractor all reasonable assistance that may
<br />the purpose of defending such suit, action or proceeding, and shall be repaid all
<br />incurred in doing so. The Recipient shall have the right to be represented therein
<br />counsel of its own selection at its own expense.
<br />The obligations of the Contractor under the above paragraph shall not extend to circ
<br />the injury, or death, or damages is caused solely by the negligent acts, errors or
<br />Recipient, its officers, employees, agents or consultants, including negligence in (1) I
<br />the Contract documents, or (2) the giving of directions or instructions with respect
<br />the Contract by written order. The obligations of the Contractor shall not extend
<br />where the injury, or death, or damages is caused, in whole or in part, by the neglig~
<br />party operator, not including an assignee or subcontractor of the Contractor, subje
<br />contributions as provided in the next sentence below. In case of joint or concurrent
<br />parties hereto giving rise to a claim or loss against either one or both, each shall h
<br />contribution from the other.
<br />gents, including
<br />demands, liens,
<br />or proceedings,
<br />and its officers,
<br />thereof, for any
<br />ising out of, or
<br />; negligent acts,
<br />pliers; and
<br />~ undertake at its
<br />:als, against the
<br />ch injury, death,
<br />° or assertion of
<br />:ding hereunder.
<br />n or proceeding.
<br />:o the contractor
<br />fefense within a
<br />>ient shall at the
<br />be necessary for
<br />-easonable costs
<br />by the advisory
<br />mstances where
<br />missions of the
<br />e preparation of
<br />o preparation of
<br />circumstances
<br />ce of any third
<br />t to the right of
<br />egligence of the
<br />ve full rights of
<br />Addendum, FTA Contract Requirements
<br />Page - 22
<br />0718970102
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