2009/12/23 Council Agenda Packet

r.� 9. General Provisions. a. Indemnification. To the maximum extent permitted by law, each party will defend, indemnify and hold harmless the other party and all of its officials, employees,principals and agents from all claims, demands, suits, actions and liability of any kind, including injuries to persons or damages to property, to the extent any such damages and injuries to persons or property are caused by or result from the errors, omissions or negligent acts of the indemnifying party, its contractors, and/or employees, agents, and representatives in performing the party's responsibilities under this Agreement. No party shall be required to indemnify, defend, or save harmless the other party if the claim, suit, or action for injuries, death, or damages is caused by the sole negligence of the other party. Where such claims, suits or actions result from concurrent negligence of the parties, the indemnity provisions provided herein shall be valid and enforceable only to the extent of the party's own negligence as determined by a court of competent jurisdiction. Each of the parties agrees that its obligations under this paragraph extend to any claim,demand, and/or cause of action brought by, or on behalf of, any of its employees or agents and for that purpose the indemnifying party specifically waives, as respects the other party only, any immunity under the Worker's Compensation Act, RCW Title 51; and each party recognizes the provision of RCW 4.24.115, if applicable. Each party to this Agreement will reasonably notify the other of any and all claims, actions, losses or damages that arise or are brought against that party relating to or pertaining to this Agreement. b. Administration. Each party to this Agreement shall serve as an administrator of this Agreement for the purposes of compliance with RCW 39.34.030 for each party's respective actions in performance of this Agreement. c. Modification. This Agreement maybe modified only with the written consent of both parties. d. Governing Law. This Agreement is governed by the laws of the State of Washington. e. Attorney Fees. If any action or suit arises in connection with this Agreement, the prevailing party (either Community Transit or Everett Transit, as the case may be) shall be entitled to recover all of its reasonable attorneys' fees, costs and expenses in connection therewith,in addition to such other relief as the court may deem proper. f. Venue. Venue for any dispute arising under or out of this Agreement will be Snohomish County Superior Court or the United States District Court for the Western District of Washington. g. Binding Effect. This Agreement is binding upon and inures to the benefit of the parties and their respective heirs, legatees, representatives, attorneys, successors, transferees, and assigns. �0