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shall autowatically terminate, unless extended by written amendment according to the <br />conditions in Section 3.1. <br />4.2 Eit = Party may terminate this Master Agreement upon Thirty (30) calendar clays <br />prior writtm notice to the other Party. If this Master Agreement is so t mhmtat the <br />Parties shall be HaWe only for tate Task Assignment pie rrndered or costs <br />incurred in accordance with the tams of this Master Agreement or Task Assignment <br />prior to the effective date of termination, including all non -cancellable obligations. <br />Should the MasW Agreement be ter iia t d, such action small also terminate alt existing <br />Task Ass*ments. <br />J.3 The germ of each Task Assignment shall be stated in each executed Task <br />Assignnxmt. No Task Assignment may begin prior to execution of this Mason <br />,Agreement or terminate a the termination date of this Master Agreement. <br />S. ii )EAMMCATION Ali HOLD HARMLESS <br />5.1 W3DOT shall indemnify and hold the LOCAL AGENCY and its officers, agents <br />and employees harmless from, and shall process and defend at its own wu nse, all <br />chains, demands, suits at law or equity,penalties, losses, or costs (hesehattcr "claims") <br />anseng in whole or in part from WSDOT's negligent acts or omissions when pmfonning <br />the brklp work as provided under this Master Avvernent and all exmted Task <br />Assignments to the extent permitted by law and subject to the limitation provided below. <br />5.2 DOT's duty to iademni�)r the LOCAL, AGENCY shall not apply to claims <br />based upon the coaduot of the LOCAL AGENCY and its officers, agents and employees. <br />If the claims are caused by or rmk from the concurrent negligence of (a) the ,LOCAL <br />AGENCY, or its officers, agents and employees, and (b) WSDOT, or its officers, agents <br />and empk*ves, or revolves those actions covered by RCW 4.24.115, WSDOT's duty to <br />indemnify and defend shaft apply only to the extent of the negligence of WSDOT or its <br />officers, newts and employees. <br />5.3 This indemnification shall an -vivo ternih afdon of thus Master Agreement. <br />6. DISFUIM RESOLUTION <br />6.1 In the event that a dispute arises under this Master Agmemcrit or any executed <br />Task Assipment it shall be resolved as follows. WSDOT and the LOCAL AGENCY <br />shall each appoint a number to a disputes board. These two members shall select a thirst <br />board member who is not employed by or in any other way affiliated with either party. <br />The three-member board sbail conduct a dispute resolution hearing d at shaft be in€ornW <br />and unrecorded. An attempt at such dispute resolution m complumce with aforesaid <br />process shall be a Visite to the filing of any lidOon concerning the dispute Each <br />3 <br />