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Agreement 04-2958 <br />Project No. 0424000060 <br />Project Development Agreement 2017-02-17/HIA (Created October 5, 2023)18 of 22 <br />Exemptions <br />All CALTRANS’ obligations and commitments under this AGREEMENT are subject to the <br />appropriation of resources by the Legislature, the State Budget Act authority, programming <br />and allocation of funds by the California Transportation Commission (CTC). <br />Indemnification <br />Neither CALTRANS nor any of its officers and employees, are responsible for any injury, damage, <br />or liability occurring by reason of anything done or omitted to be done by PERMITTEE, its <br />contractors, sub-contractors, and/or its agents under or in connection with any work, authority, <br />or jurisdiction conferred upon PERMITTEE under this AGREEMENT. It is understood and <br />agreed that PERMITTEE, to the extent permitted by law, will defend, indemnify, and save <br />harmless CALTRANS and all of their officers and employees from all claims, suits, or actions <br />of every name, kind, and description brought forth under, but not limited to, tortious, <br />contractual, inverse condemnation, or other theories and assertions of liability occurring by <br />reason of anything done or omitted to be done by PERMITTEE, its contractors, sub- <br />contractors, and/or its agents under this AGREEMENT. <br />Non-parties <br />PARTIES do not intend this AGREEMENT to create a third party beneficiary or define duties, <br />obligations, or rights for entities not signatory to this AGREEMENT. PARTIES do not intend <br />this AGREEMENT to affect their legal liability by imposing any standard of care for fulfilling <br />the WORK different from the standards imposed by law. <br />PARTIES will not assign or attempt to assign obligations to entities not signatory to this <br />AGREEMENT without an amendment to this AGREEMENT. <br />Ambiguity and Performance <br />Neither PARTY will interpret any ambiguity contained in this AGREEMENT against the other <br />PARTY. PARTIES waive the provisions of California Civil Code, Section 1654. <br />A waiver of a PARTY’s performance under this AGREEMENT will not constitute a <br />continuous waiver of any other provision. <br />A delay or omission to exercise a right or power due to a default does not negate the use of that right <br />or power in the future when deemed necessary. <br />ATTY/AGR.2024.134/Caltrans and IQHQ (Elco Yards Highway Improvement Agreement)(REV: 08-20-24 VR) (Page 18 of 22) <br />6.K. - Page 30 of 67 <br />414