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13. INDEMNIFICATION AND LIMITATION OF LIABILITY <br /> 13.1 The COUNTY shall indemnify and hold harmless the STATE, its agents, employees, and <br /> officers harmless from and process and defend at its own expense any and all claims, <br /> demands, suits at law or equity, actions, penalties, losses, damages, or costs (hereinafter <br /> referred to collectively as "claims"), of whatsoever kind or nature brought against the STATE <br /> arising out of, in connection with or incident to the execution of this Agreement and/or the <br /> COUNTY'S performance or failure to perform any aspect of this Agreement. This indemnity <br /> provision applies to all claims against the STATE, its agents, employees and officers arising out <br /> of, in connection with or incident to the negligent acts omissions of the COUNTY, its agents, <br /> employees and officers. Provided, however, that nothing herein shall require the COUNTY to <br /> indemnify and hold harmless or defend the STATE, its agents, employees or officers to the <br /> extent that claims are caused by the negligent acts or omissions of the STATE, its agents, <br /> employees or officers. The indemnification and hold harmless provision shall survive termination <br /> of this Agreement. <br /> 13.2 .The COUNTY specifically assumes potential liability for actions brought by COUNTY'S <br /> employees and/or subcontractors and solely for the purposes of this indemnification and <br /> defense, the COUNTY specifically waives any immunity under the State Industrial Insurance <br /> Law, Title 51 Revised Code of Washington. <br /> 14. NONDISCRIMINATION <br /> 14.1 The Parties agree to comply with all applicable federal, state, and local laws, rules, and <br /> regulations pertaining to nondiscrimination and agree to require the same of all authorized <br /> agents and/or subcontractors providing services or performing any Work using funds provided <br /> under this Agreement. <br /> 15. GENERAL <br /> 15.1 No Agency, Partnership, or Third Party Beneficiaries. It is understood and agreed <br /> that this Agreement is solely for the benefit of the Parties hereto and gives no rights to any <br /> other person, party or entity. No joint venture, agent-principal relationship, or partnership is <br /> formed as a result of this Agreement. No officers, employees or agents of one Party, or any of <br /> its contractors or subcontractors, shall be deemed, or represent themselves to be, employees or <br /> agents of the other Party. <br /> 15.2 Waiver of Default. Waiver of any default shall not be deemed to be a waiver of any <br /> subsequent default. Waiver of breach of any provision of this Agreement shall not be deemed <br /> to he a waiver of any other or subsequent breach and shall not be construed to be a <br /> modification of the terms of this Agreement unless stated to be such in writing, signed by <br /> authorized representatives of the Parties, and attached to the original Agreement. <br /> 15.3 Entire Agreement. This Agreement embodies the Parties' entire understanding and <br /> agreement on the issues covered by it, except as may be modified by written amendment to this <br /> Agreement, and supersedes any prior negotiations, representations or draft agreements on this <br /> matter, either written or oral. <br /> 15.4 Master Agreement. The provisions of this Master Agreement and individual Task <br /> Orders issued by the STATE are intended to be mutually complementary. In case of any <br /> discrepancy between the provisions, the Master Agreement shall prevail over the Task Order. <br /> GCA 6141 Master Agreement for TDM Work by King County Page 8 of 10 <br />