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8 <br /> optional services under any executed SWO, SCDIS may, following review by the SCDIS, <br /> agree to perform such work or reject it, or request such modification or additions as it <br /> deems appropriate; <br /> At the outset of performance of each SWO, or during performance of the SWO to the extent <br /> the same is modified by the Parties, SCDIS will either accept or reject COE systems and <br /> services as listed in the SWO. SCDIS will not bill COE until SCDIS has accepted service <br /> and/or system delivery responsibility. COE is not required to pay for services or systems <br /> until SCDIS accepts delivery responsibility for those services and/or systems. <br /> 11. Access to Books/Records: Each Party may, at reasonable times, and upon prior notification <br /> inspect the records of the other party relating to performance of this agreement. SCDIS and <br /> COE shall keep all records required by this contract in accordance with statutory archival <br /> requirements. <br /> 12. Indemnification and Hold Harmless: Subject to the liability limitation stated in Section 13 <br /> of this Agreement, COE shall hold harmless, indemnify, and defend, at its own expense, <br /> SCDIS, its elected and appointed officials, officers, employees and agents, from any loss or <br /> claim for damages of any nature whatsoever, arising out of COE's performance of this <br /> Agreement, including claims by COE's employees or third parties, except for those losses or <br /> claims for damages solely caused by the negligence or willful misconduct of SCDIS, its <br /> elected and appointed officials, officers, employees or agents. <br /> Subject to the liability limitations stated in section 13 of this Agreement, SCDIS shall hold <br /> harmless, indemnify, and defend, at its own expense COE, its elected and appointed <br /> officials, officers, employees and agents, from any loss or claim for damages of any nature <br /> whatsoever, arising out of SCDIS's performance of this Agreement, including claims by <br /> SCDIS employees or third parties, except for those losses or claims for damages solely <br /> caused by the negligence or willful misconduct of COE, its elected and appointed officials, <br /> officers, employees or agents. <br /> Interlocal Agreement between Snohomish County and the City of Everett <br /> Page 6 <br />