2015/02/04 Council Agenda Packet

the acts and/or omissions of entities or individuals not a party to this Agreement or any Contract. The County and the Agency shall cooperate in the defense of tort lawsuits, when possible. Both parties agree and understand that this provision may not be feasible in all circumstances. The County and the Agency agree to notify the attorneys of record in any tort lawsuit where both are parties if either County or the Agency enters into settlement negotiations. It is understood that the notice shall occur prior to any negotiations, or as soon as possible, and the notice may be either written or oral. XXXIX. COUNTY AUTHORITY The County Executive or his/her designee shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Agreement and any Contract on behalf of the County, provided it is in writing and signed by the County Executive or his/her designee and consistent with the requirements for changes and modifications under this Agreement and any Contract. XL. DRUG-FREE WORKPLACE The Agency shall maintain a workplace free from alcohol and drug abuse as required by the Drug-Free Workplace Act of 1998, Pub. L. No. 105-277, 112 Stat. 2681, as amended. XLI. CHANGES AND MODIFICATIONS A. Either party may request changes, amendments, or additions to any portion of this Agreement or any Contract. Except as provided in Section XLII-B below, no such changes, amendments, or additions to any portion of this Agreement or any Contract shall be valid or binding upon either party unless it is in writing and executed by both parties. Only personnel authorized to bind each of the parties shall sign an amendment. All amendments shall be attached to, and made part of, the amended Agreement or Contract. B. This Agreement and any Contract may be unilaterally amended by the County Executive or his/her designee to: 1. Reflect changes in state or federal laws, rules, policies, or regulations governing their content; or 2. Extend the end date of any Contract without making any changes to the budget. XLII. TERMINATION OR SUSPENSION OF ANY CONTRACT A. Termination for Convenience: 1. The County or Agency may terminate any Contract, in whole or in part, upon thirty (30) calendar days' advance written notice to the other party. 2. In the event of termination under this clause, the County shall be liable only for payment in accordance with the terms of the Contract for services rendered prior to the effective date of termination. The County may pay an amount mutually agreed by the parties for partially completed work and services, if work products are useful to or usable by the County. Basic Terms and Ccnditions Agreement City of Everett HSD-2015-101-198 Page 25of31 59