R89-74 AUTHORIZING THE EXECUTION OF A DOWNSTATE OPERATING ASSISTANCE AGREEMENT FOR MASS TRANSIT FOR FY '90

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r � of the Department, may be advisable in connection with this Agreement. All such inspections shall be performed without disruption or interference with any transportation service or other business activity of Participant. ITEM 11 . INDEMNIFICATION The Participant agrees to hold harmless and indemnify the State fran any and all liabilities, whether at law or in equity, resulting from any and all claims, suits or actions for damages, including attorney's fees, for personal injury or death or loss or destruction of property whatsoever arising out of the existence of this Agreement or the payment of grants hereunder. The Department agrees promptly to notify Participant in writing of the assertion of any such claim, suit or action in which the State or Department is a defendant. ITEM 12. NON-WAIVER The Parties agree that in no event sha11 the making or receipt of any payment under this Agreement constitute or be construed as a waiver by one party of any breach of covenant or any default on the part of the other Party which may then exist and the making or receipt of any payment under this Agreement, while any such breach or default shall exist, sha11 in no way impair or prejudice any right or remedy available to a Party in respect of such breach or default. The remedies available to the Parties under this Agreement are, unless indicated otherwise herein, cumulative and not exclusive. The waiver or exercise of any remedy shall not be construed as a waiver of any other remedy available hereunder or under general principles of law or equi ty. ITEM 13. NON-COLLUSION The Participant warrants that it has not paid and agrees not to pay any bonus, c anmission, fee or gratuity to any employee or official of the Department or of the State or to any member of the State General Assembly for the purposes of obtaining their