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final judgment in said suit be rendered against the City, and its officers, agents, and employees,
<br />or any of them, or jointly against the City and the County and their respective officers, agents,
<br />and employees, or any of them, the County shall satisfy the same.
<br />9.2 County Held Harmless. The City shall indemnify and hold harmless the County and its
<br />officers, agents, and employees, or any of them from any and all claims, actions, suits, liability,
<br />loss, costs, expenses, and damages of any nature whatsoever, by any reason of or arising out of
<br />any negligent act or omission of the City, its officers, agents, and employees, or any of them
<br />relating to or arising out of performing services pursuant to this agreement. In the event that
<br />any suit based upon such a claim, action, loss, or damages is brought against the County, the
<br />City shall defend the same at its sole cost and expense; provided that the County reserves the
<br />right to participate in said suit if any principle of governmental or public law is involved; and if
<br />final judgment be rendered against the County, and its officers, agents, and employees, or any
<br />of them, or jointly against the County and the City and their respective officers, agents, and
<br />employees, or any of them, the City shall satisfy the same.
<br />9.3 Waiver Under Washington Industrial Insurance Act. The foregoing indemnity is
<br />specifically intended to constitute a waiver of each party's immunity under Washington's
<br />Industrial Insurance Act, Chapter 51 RCW, as respects the other party only, and only to the
<br />extent necessary to provide the indemnified party with a full and complete indemnity of claims
<br />made by the indemnitor's employees. The parties acknowledge that these provisions were
<br />specifically negotiated and agreed upon by them.
<br />10. Insurance. Each Party shall maintain its own insurance and/or self-insurance for its liabilities
<br />from damage to property and /or injuries to persons arising out of its activities associated with this
<br />Agreement as it deems reasonably appropriate and prudent. The maintenance of, or lack thereof of
<br />insurance and/or self-insurance shall not limit the liability of the indemnifying part to the indemnified
<br />party(s). Each Party shall provide the other with a certificate of insurance or letter of self-insurance
<br />annually as the case may be.
<br />11. Compliance with Laws. In the performance of its obligations under this Agreement, each party
<br />shall comply with all applicable federal, state, and local laws, rules and regulations.
<br />12. Default. If either the County or the City fails to perform any act or obligation required to be
<br />performed by it hereunder, the other party shall deliver written notice of such failure to the non-
<br />performing party. The non -performing party shall have fifteen (15) days after its receipt of such notice in
<br />which to correct its failure to perform the act or obligation at issue, after which time it shall be in default
<br />("Default") under this Agreement; provided, however, that if the non-performance is of a type that
<br />could not reasonably be cured within said fifteen (15) day period, then the non -performing party shall
<br />not be in Default if it commences cure within said fifteen (15) day period and thereafter diligently
<br />pursues cure to completion.
<br />13. Early Termination.
<br />13.1 Termination by the County. Except as provided in Section 13.3 below, the County may
<br />terminate this Agreement at any time, with or without cause, upon not less than thirty (30) days
<br />advance written notice to the City. The termination notice shall specify the date on which the
<br />Agreement shall terminate.
<br />Diversion Center Agreement
<br />City of Everett
<br />IGA-2022-03
<br />Page 4 of 7
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