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9.5 The County or either of the Cities may partially terminate this Agreement by <br />terminating the TSP element of this Agreement by providing sixty (60) days <br />written notice to the other party. Should a City exercise its right of partial <br />termination, it shall be responsible for the cost of collecting all of the TPR <br />equipment from the field and delivering it to the County at the location requested <br />by the Metro Transit Division of the County. <br />10. Liability <br />Washington State law shall govern the respective liabilities of the parties to this Agreement <br />for any loss due to property damage or injury to persons arising out of activities conducted <br />pursuant to it. <br />11. Audits and Inspections <br />The records and documents with respect to all matters covered by this Agreement shall be <br />subject to inspection, review or audit by the County or the Cities during the term of this <br />Agreement and three years after expiration or termination. <br />12. Exhibits <br />Centers of each jurisdiction. <br />A. Traffic Signal System <br />B. TPR Equipment <br />C. Fiber Usage Plan. TransValley ITS Plan Sheet 82, CH -1 <br />13. Other Provisions <br />13.1 The County shall be deemed an independent contractor for all purposes, and the <br />employees of the County, or any of its contractors, subcontractors and their <br />employees shall not in any manner be deemed to be employees of either City. <br />13.2 Nothing contained herein is intended to, nor shall be construed to, create any rights <br />in any party not a signatory to this Agreement, or to form the basis for any liability <br />on the part of each City, the County, or their officials, employees, agents or <br />representatives, to any party not a signatory to this Agreement. <br />13.3 Waiver of breach of any provision of this Agreement shall not be deemed to be a <br />waiver of any prior or subsequent breach and shall not be construed to be a <br />modification of the terms of this Agreement. <br />13.4 If any provision of this Agreement is held invalid, the remainder of the Agreement <br />shall not be affected thereby if such remainder would then continue to serve the <br />purposes and objectives of the Parties. <br />7 <br />