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Remedies -[Tnless this contract provides otherwise, all claims, counterclaims, disputes and other
<br />' matters in question between the Recipient and the Contractor arising out of or relating to this
<br />agreement or its breach will be decided by azbitration 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 Documents and the rights
<br />and remedies available thereunder shall be in addition to and not a limitation of any duties,
<br />obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by
<br />the Recipient, Architect or Contractor shall constitute a waiver of any right or duty afforded any of
<br />them under the Contract, nor shall any such action or failure to act constitute an approval of or
<br />acquiescence in any breach thereunder, except as may be specifically agreed in writing.
<br />Indemnity - The Contiactor shall, to the extent permitted by law:
<br />Protect, indemnify~-~nd save the Recipient and its officers, employees and agents, including
<br />consultants, harmless from and against any and all liabilities, damages, claims, demands, liens,
<br />encumbrances, judgments, awards, losses, costs, expenses, and suits or actions or proceedings,
<br />including reasonable expenses, costs and attomey fees incuned by the Recipient and its officers,
<br />employees and agents, including consultants, in the defense, settlement or sadsfaction tt~ereof, for any
<br />injury, death, loss or damage to persons or property of any kind whatscever, arising out of, or
<br />resulting from, the negligent acts, enors. or omissions of the Contractor, including negligent acts,
<br />errors or omissions of its officers, employees, servants, agents,~ subcontractors and suppliers; and
<br />Upon receipt of notice and if given authority, shall settle at its own expense or undertalce at its
<br />own expense the defense of any such suit, action or proceeding including appeals, against the
<br />Recipient and its officers, employees and agents, including consultants, relating to such injury, death,
<br />loss or damage. Each party shall promptly notify the other in writing of the notice or assertion of
<br />any claim, demand, lien, encumbrance, judgment, award, suit, action or other proceeding hereunder.
<br />The Contractor shall have sole charge and direction of the defense of such suit, action or proceeding.
<br />The Recipient shall not make any admission which might be materially prejudicial to the contractor
<br />unless the contractor has failed to take over the conduct of any negotiations or defense within a
<br />reasonable time after receipt of the notice and authority above pmvided. The Recipient shall at the
<br />request of the Contractor furnish to the Contractor all reasonable assistance that may be necessary for
<br />the purpose of defending such suit, action or proceeding, and shall be repaid all reasonable costs
<br />incurned in doing so. The Recipient shall have the right to be represented therein by the advisory
<br />counsel of its own selection at its own expense.
<br />The obligations of the Contractor under the above paragraph shall not extend to circumstances where
<br />the injury, .cr death, or damages is caused solely by the ne~ligent acts, enors or omissions of the
<br />Recipient, its officers, employees, agents or consultants, including negligence in (1) the preparation of
<br />the Contract documents, or (2) the ~iving of directions or instructions with respect to preparation of
<br />the Contract by written order. The obligations of the Contractor shall not extend to circumstances
<br />where the injury, or death, or damages is caused, in whole or in part, by the negligence of any third
<br />party operator, not including an assignee or subcontractor of the Contractor, subject to the right of
<br />contributions as provided in the next sentence below. In case of joint or concurrent negligence of the
<br />parties hereto giving rise to a claim or loss against either one or both, each shall have full rights of
<br />contriburion from the other.
<br />Addendum, FTA Contract Requirements
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<br />10089$1030
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