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<br /> Contract or any act, error, or omission of the Agency, Agency's employees, agents,
<br /> or Subagencies, whether by negligence or otherwise.
<br /> B. The Agency shall assume the risk, liability, and pay all damage, loss, cost, and
<br /> expense of any party, including its employees, arising out of the performance of this
<br /> Agreement and any Contract, except that caused by the sole negligence and/or
<br /> willful misconduct of Snohomish County and/or its employees acting within the
<br /> scope of their employment.
<br /> C. With respect to the Agency's obligations to hold harmless, indemnify and defend
<br /> provided for herein, but only as such obligations relate to claims, actions or suits
<br /> filed against the County, the Agency further agrees to waive its immunity under the
<br /> Industrial Insurance Act, Title 51 RCW, as respects the County only, for any injury or
<br /> death suffered by the Agency's employee(s) caused by or arising out of the
<br /> Agency's acts, errors or omissions in the performance of this Agreement and any
<br /> Contract. This waiver is mutually negotiated by the parties.
<br /> D. The Agency's obligations hereunder shall include, but are not limited to,
<br /> investigating, adjusting, and defending all claims alleging loss from action, error,
<br /> omission or breach of any common law, statutory or other delegated duty by the
<br /> Agency, Agency's employees, agents, or Subagencies.
<br /> XXXVII. DISPUTES
<br /> A. Except as otherwise provided in this Agreement or any Contract, any dispute
<br /> concerning a question of fact arising under this Agreement or any Contract, which is
<br /> not disposed of by consensus, shall be decided by the County through the Director
<br /> of Human Services upon submission of the dispute for resolution in writing by either
<br /> party. The Director shall submit his/her decision in writing and mail or otherwise
<br /> furnish a copy thereof to the Agency. Participation in this dispute process shall
<br /> precede any judicial or quasi-judicial action and shall be the final administrative
<br /> remedy available to the parties.
<br /> B. The decision of the County shall be final, but shall not preclude judicial review.
<br /> Pending resolution of the dispute, the Agency shall proceed diligently with the
<br /> performance of any Contract.
<br /> C. A party's written request for dispute resolution must be mailed to the Human
<br /> Services Department, 3000 Rockefeller Avenue, M/S 305, Everett, WA 98201 within
<br /> thirty (30) calendar days after the party could reasonably be expected to have
<br /> knowledge of the issue which it now disputes and must state:
<br /> 1. The disputed issues;
<br /> 2. The relative positions of the parties; and
<br /> 3. The Agency's name, address, and its County contract number.
<br /> XXXVIII. RESPONSIBILITY
<br /> Each party to this Agreement shall he responsible for the negligence of its officers,
<br /> employees, agents, and Subagencies in the performance of this Agreement and any
<br /> Contract. Except to the extent that it meets its obligations to perform this Agreement or
<br /> any Contract through a Subagency, no party to this Agreement shall he responsible for
<br /> Basic Terms and Conditions Agreement
<br /> C;y of Everett
<br /> HSD-2015-101-193
<br /> Page 24 of 31
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