Everett Gospel Mission 7/2/2021 (2)

performance of this Agreement and any Contract. Thiswaiver is mutually negotiated by the parties. D. The Agency's obligations hereunder shall include, but are not limited to, investigating, adjusting, and defending all claims alleging loss from action, error, omission or breach of any common law, statutory or other delegated duty by the Agency, Agency's employees, agents, or Subagencies. XXXV1ll. DISPUTES A. Except as otherwise provided in this Agreement or any Contract, any dispute concerning a question of fact arising under this Agreement or any Contract, which is not disposed of by consensus, shall be decided by the City through the Director of Community Development upon submission of the dispute for resolution in writing by either party. The Director shall submit his/her decision in writing and mail or otherwise furnish a copy thereof to the Agency. Participation in this dispute process shall precede any judicial or quasi-judicial action and shall be the final administrative remedy available to the parties. B. The decision of the City shall be final, but shall not preclude judicial review. Pending resolution of the dispute, the Agency shall proceed diligently with the performance of any Contract. C. A party's written request for dispute resolution must be mailed to the Director of Community Development, 2930 Wetmore Avenue, Suite 10-A, Everett, WA 98201 within thirty (30)calendar days after the party could reasonably be expected to have knowledge of theissue which it now disputes and must state: 1. The disputed issues; 2. The relative positions of the parties; and 3. The Agency's name, address, and its City contract number. XXXIX. RESPONSIBILITY Each party to this Agreement shall be responsible for the negligence of its officers, employees, agents, and Subagencies in the performance of this Agreement and any Contract. Except to the extent that it meets its obligations to perform this Agreement or any Contract through a Subagency, no party to this Agreement shall be responsible for the acts and/or omissions of entities or individuals not a party to this Agreement or any Contract. The City 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 City and the Agency agree to notify the attorneys of record in any tort lawsuit where both are parties if either City 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. XL. CITY AUTHORITY Exhibit A City of Everett and Everett Gospel Mission Pallet Shelter Pilot Community Agreement Page 27 of 33