2009/04/01 Council Agenda Packet

fl 1 Li 8.2.2 STATE Indemnification: To the extent authorized by law, the STATE shall indemnify and hold harmless the CITY and its employees while acting within the scope of their employment as such against liability for damages arising out of bodily injury to persons or damage to property caused by the negligent acts or omissions of the STATE's operation and maintenance responsibilities pursuant to the provisions of this Agreement, provided that the STATE indemnifies the CITY against liability for damages that arise from the concurrent negligence of the CITY and the STATE only to the extent of the CITY's negligence. 8.2.3 Waiver: The PARTIES agree that their obligations under section 8.2 extend to any claim, demand and/or cause of action brought by, or on behalf of, either PARTY's employees while performing the work located on state-owned land or facilities or city-owned right of way or land, pursuant to the terms of this AGREEMENT. For this purpose, the PARTIES, by MUTUAL NEGOTIATION, HEREBY WAIVE with respect to each other only, any immunity that would otherwise be available to them against such claims under the Industrial Insurance provisions of chapter 51.12 RCW. 8.2.4 The indemnifications and waivers provided herein shall survive the termination of this AGREEMENT. 8.3 Disputes: In the event that a dispute arises under this AGREEMENT, it shall be resolved as follows: The STATE and the CITY shall each appoint a member to a disputes board, these two members shall select a third board member not affiliated with either PARTY. The three- member board shall conduct a dispute resolution hearing that shall be informal and unrecorded. An attempt at such dispute resolution in compliance with aforesaid process shall be a prerequisite to the filing of any litigation concerning the dispute. PARTIES shall equally share in the costs of the dispute board; however, each PARTY shall be responsible for its own preparation, witness and attorneys fees and costs. 8.4 Records and Audit: All maintenance records of each PARTY in support of this AGREEMENT's obligations shall be maintained by the PARTY for a period of three (3) years. Each PARTY shall have full access to and right to examine said records, during normal business hours and as often as it deems necessary. The PARTIES agree that the work performed herein is subject to audit by either or both PARTIES and/or their designated representatives. 8.5 Venue: Any law suit to enforce or interpret this Agreement shall be brought in Thurston County Superior Court. Each shall be responsible for its own attorneys fees and costs in such law suit. 8.8 Assignment: This AGREEMENT may not be assigned to a third party unless authorized in writing by the other PARTY. 8.9 Independent Contractor: Each PARTY shall be deemed an independent contractor for all purposes, and the employees of the PARTIES shall not in any manner be deemed to be employees of the other PARTY. 6