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III. ADMINISTRATION <br />This agreement will be administered by KCSO. <br />IV. INDEPENDENT CONTRACTOR <br />The services provided under this agreement are those of an independent contractor. Employees <br />ofKCSO are and will remain employees ofKCSO. Employees ofEPD are and will remain <br />employees ofEPD. <br />V. INDEMNIFICATION <br />Each party shall defend, protect, and hold harmless the other party from and against all claims, <br />suits and/or other actions arising from any negligent or intentional act or omission of that party's <br />employees, agents and/or authorized subcontractor(s) while performing this agreement as <br />provided by RCW 10.93.040. <br />VI. AMENDMENT <br />The parties may mutually amend this Agreement. Such amendments shall not be binding unless <br />they are in writing and signed by personnel authorized to bind the parties. <br />VII. CHOICE OF LAW AND VENUE <br />This agreement will be governed by the laws of the State of Washington, both as to interpretation <br />and performance. Any action at law, suit in equity or other judicial proceeding for the <br />enforcement of this agreement may be instituted only in Superior Court and venue shall be as <br />provided by RCW 36.01.050. <br />VIII. INTEGRATION CLAUSE <br />This instrument embodies the whole agreement of the parties. There are no promises, terms, <br />conditions or obligations other than those contained in this agreement. This agreement <br />supersedes all previous communications, representations or agreements, either oral or written, <br />between parties. <br />IX. TERMINATION CLAUSE <br />Either party may terminate this agreement by giving the other party at least thirty (30) days <br />advance written notice. If this Agreement is so terminated, the terminating party shall be liable <br />only for performance in accordance with the terms of this Agreement for performance rendered <br />prior to the effective date of termination. <br />Interlocal Agreement Page 2of 3