2023/08/23 Council Agenda Packet

Interlocal Agreement Regarding Solid Waste Management City of Everett Page 5 of 8 7. Indemnifications. 7.1. The County shall indemnify and hold harmless and defend the City against any and all claims by third parties arising out of the County’s operation of the System and performance under this Interlocal Agreement, and shall have the right to settle those claims by third parties, recognizing that all costs incurred by the County thereby are System costs which must be satisfied from disposal rates. In providing a defense for the City, the County shall exercise good faith in that defense or settlement so as to protect the City's interests. The County’s agreement to indemnify the City for any and all claims arising out of the County's operation of the System extends to all claims caused by the actions of officers or agents of the County, including but not limited to actions which constitute misfeasance, or intentional misconduct or wrongdoing, even if the cost of such claims is held by a court of competent jurisdiction to not be a proper cost to the System. For the purpose of this paragraph, “claims of arising out of the County’s operations” shall include claims arising out of the ownership, control or maintenance of the System, but shall not include claims arising out of the collection of Solid Waste within the City prior to its delivery to a disposal site designated by the County or other activities under control of the City. 7.2. If the County acts to defend the City against a claim, the City shall cooperate with the County. 7.3. The County shall defend the City against any challenge, whether judicially or before an administrative hearings panel, to the Comprehensive Plan elements adopted pursuant to this Interlocal Agreement. 7.4. The City agrees to indemnify, protect, defend and hold harmless the County from and against all claims, demands and causes of action of any kind or character, including any cost of defense and attorney’s fees, to the extent arising out of any negligent actions, errors or omissions of the City in performing this Interlocal Agreement except for those arising out of the sole negligence of the County or otherwise listed in this Section 7. 7.5. Waiver of Immunity Under Industrial Insurance Act. The indemnification provisions of Sections 7.1-7.4 above are specifically intended to constitute a waiver of each party’s immunity under Washington’s Industrial Insurance Act, Title 51 RCW, as respects the other party only, and only to the extent necessary to provide the indemnified party with