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Interlocal Cooperation Agreement between Snohomish County and City of Everett <br />Concerning Acquisition of Property with Conservation Futures Funds Page 6 of 9 <br />disability to or of any person or party, including but not limited to any employee, arising <br />out of or suffered, directly or indirectly, by reason of or in connection with the acquisition <br />or use of the Properties and this Agreement; PROVIDED, that the above indemnification <br />does not apply to those damages caused by the sole negligence or willful misconduct of <br />the County, its elected and appointed officials, officers, employees or agents. <br /> <br /> In executing this Agreement, the County does not assume liability or <br />responsibility for or in any way release the City from any liability or responsibility which <br />arises in whole or in part from the existence or effect of City ordinances, policies, rules <br />or regulations. If any cause, claim, suit, action or administrative proceeding is <br />commenced in which the enforceability and/or validity of any such City ordinance, policy, <br />rule or regulation is at issue, the City shall defend the same at its sole expense and, if <br />judgment is entered or damages are awarded against the City, the County, or both, the <br />City shall satisfy the same, including all chargeable costs and reasonable attorney’s fees. <br /> <br />12. Dispute Resolution. The Parties agree to use their best efforts to resolve <br />disputes and other matters arising out of this Agreement or the ongoing administration <br />of this Agreement. If a dispute arises, then (i) within ten (10) business days of a written <br />request by either Party, the City’s designated representative and County’s designated <br />representative shall meet and resolve the issue; if these parties cannot resolve the issue <br />within ten (10) business days of the meeting, then (ii) the issue shall be submitted to the <br />City’s Mayor and to the Director of the Snohomish County Department of Parks and <br />Recreation; if these parties cannot resolve the issue within fifteen (15) business days of <br />submission to them, then (iii) the issue shall be submitted for mediation; if mediation does <br />not successfully resolve the dispute, then (iv) either Party may file suit in a court of <br />competent jurisdiction. The prevailing party in any legal action shall be entitled to a <br />reasonable attorneys’ fee and court costs. <br /> <br />13. Notice. All notices required to be given by any party to the other party <br />under this Agreement shall be in writing and shall be delivered either in person, by <br />United States mail, or by electronic mail (email) to the applicable Administrator or <br />Administrator’s designee. Notice delivered in person shall be deemed given when <br />accepted by the recipient. Notice by United States mail shall be deemed given as of the <br />date the same is deposited in the United States mail, postage prepaid, and addressed to <br />the Administrator or Administrator’s designee at the addresses set forth in Section 1.4 <br />above. Notice delivered by email shall be deemed given as of the date and time received <br />by the recipient. <br /> <br /> 14. Miscellaneous. <br /> <br />14.1. Entire Agreement; Amendments. This Agreement shall constitute the full <br />and complete Agreement of the parties regarding the subject matter hereof, and <br />supersedes any and all prior oral or written agreements between the parties regarding <br />the subject matter contained herein. This Agreement may be amended only by written