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agrees to be directly responsible to WSDOT for the cost of reasonable repairs; provided that, prior to
<br />either the City or WSDOT commencing any such repairs, the Parties shall meet and confer regarding the
<br />nature and scope of repairs that are needed and shall allocate responsibility for the work.
<br />6.2 WSDOT and its authorized agents, contractors, subcontractors, and/or employees shall not damage City
<br />property while performing maintenance, operation and/or repair of the Landscaping. If WSDOT, its
<br />authorized agents, contractors, subcontractors, and/or employees damages City property, WSDOT agrees
<br />to be directly responsible to the City for the cost of reasonable repairs; provided that, prior to either the
<br />City or WSDOT commencing any such repairs, the Parties shall meet and confer regarding the nature and
<br />scope of repairs that are needed and shall allocate responsibility for the work.
<br />7. GENERAL PROVISIONS
<br />7.1 Amendment: This Agreement may be amended or modified only by the mutual agreement of the Parties.
<br />Such amendments or modifications shall not be binding unless they are in writing and signed by persons
<br />authorized to bind each of the Parties.
<br />7.2 Term: The Term of this Agreement shall commence as of the date this Agreement is executed and shall
<br />continue for a period of ten (10 years).
<br />7.3 Start of Work: The City agrees that its maintenance and/or repair work obligations pursuant to this
<br />agreement shall start as soon as there has been construction and acceptance by WSDOT of the
<br />Landscaping as defined in GCB 3352.
<br />7.4 Termination:
<br />7.4.1 This Agreement may be terminated by the mutual written agreement of the Parties.
<br />7.4.2 This Agreement shall terminate ten (10) years after the date this Agreement is executed.
<br />7.4.3 Any termination of this Agreement shall not prejudice any rights or obligations accrued to the
<br />Parties prior to termination.
<br />7.5 Indemnification and Waiver: Each of the Parties shall protect, defend, indemnify, and hold harmless the
<br />other Party and its officers, officials, employees, and/or authorized agents, while acting within the scope
<br />of their employment as such, from any and all costs, claims, judgements, and/or awards of damages (both
<br />to persons and/or property), arising out of, or in any way resulting from, that Party's obligations
<br />performed or to be performed pursuant to the provisions of this Agreement. No Party shall be required to
<br />indemnify, defend, or hold harmless the other Party if the claim, suit, or action for injuries, death, or
<br />damages (both to persons and/or property) is caused by the sole negligence of the other Party. Where
<br />such claims, suits, or actions result from the concurrent negligence of the Parties, their officers, officials,
<br />employees, and/or authorized agents, and/or involve those actions covered by RCW 4.24.115, the
<br />indemnity provisions provided herein shall be valid and enforceable only to the extent of the negligence
<br />of the indemnifying Party, its officers, officials, employees, and/or authorized agents. The Parties agree
<br />that their obligations under this section extend to any claim, demand, and/or cause of action brought by,
<br />or on behalf of, any of their officers, officials, employees, and/or authorized agents. For this purpose
<br />only, the Parties, by mutual negotiation, hereby waive, with respect to each other only, any immunity that
<br />would otherwise be available against such claims under the Industrial Insurance provisions of Title 51
<br />RCW. This indemnification and waiver shall survive the termination of this Agreement.
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