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No verbal agreement may supersede, replace, or amend this section.
<br />10.2 Termination: Neither the STATE nor the COUNTY may terminate this Agreement
<br />without the written concurrence of the other Party, except as otherwise provided under Sections
<br />1.3,2.2,2.3,2.5, or 4 .9.
<br />10.2.1 If this Agreement is terminated prior to the fulfillment of the terms stated herein,
<br />the COUNTY agrees to reimburse the STATE for all costs in accordance with Section 6
<br />which the STATE has incurred for the Project up to the date of termination, as well as the
<br />costs of all non-cancelable obligations and/or contractor claims.
<br />10.2.2 Any termination of this Agreement shall not prejudice any rights or obligations
<br />accrued to the STATE and the COUNTY prior to termination.
<br />10.3 Independent contractor: The STATE shall be deemed an independent contractor for all
<br />purposes, and the employees of the STATE or any of its contractors, subcontractors, consultants,
<br />and the employees thereof, shall not in any manner be deemed to be employees of the
<br />COUNTY.
<br />10.4 Indemnification:
<br />10.4.1 The Parties shall protect, defend, indemnify, and hold harmless each other and
<br />their employees, authorized agents, and/or contractors, while acting within the scope of
<br />their employment as such, from any and all costs, claims, judgments, and/or awards of
<br />damages (both to persons and/or property), arising out of, or in any way resulting from, the
<br />Parties' obligations and the construction of the Project to be performed pursuant to the
<br />provisions of this Agreement. The Parties shall not be required to indemnify, defend, or
<br />sa ve harmless the other Party if the claim, suit, or action for injuries, death, or damages
<br />(both to persons and/or property) is caused by the negligence of the other Party, its
<br />employees, authorized agents, and/or contractor; provided that, if such claims, suits, or
<br />actions result from the concurrent negligence of (a) the STATE, its employees, authorized
<br />agents, and/or contractors and (b) the COUNTY, its employees, authorized agents, and/or
<br />contractors, or involves those actions covered by RCW 4.24.115. The indemnity provisions
<br />provided herein shall be valid and enforceable only to the extent of the negligence of each
<br />Party, its employees, authorized agents, and/or contractors.
<br />10.4.2 The COUNTY agrees that its obligations under this section extend to any claim,
<br />demand and/or cause of action brought by, or on behalf of, any of its employees or agents
<br />while performing work under this Agreement while located on state-owned right of way.
<br />For this purpose, the COUNTY, by mutual negotiation, hereby waives with respect to the
<br />STATE only, any immunity that would otherwise be available to it against such claims
<br />under the Industrial Insurance provisions chapter 51.12 RCW.
<br />Agreement GCB 2170 1-90 Exit 78 Park & Ride Lot Page 7 of 11
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