2015/07/15 Council Agenda Packet

19. Notices. Throughout the term of this Agreement, each party shall maintain and file with the other a local address for service by mail. All notices shall be sent postage prepaid to such respective address and such notices shall be effective upon the date of mailing. These addresses may be changed at any time upon notice to the other party. At the effective date of this Agreement: a. Everett Transit's address shall be: Attn: Tom Hingson, Transportation Services Director 3225 Cedar Street Everett WA 98201 b. Community Transit's address shall be: Attn: Emmett Heath, Chief Executive Officer 7100 Hardeson Road Everett WA 98203 20. Headings. The headings and titles of the Sections and subsections of this Agreement are for reference purposes only, and shall not affect the meaning or interpretation of the text herein. 21. No joint venture. Nothing herein shall be deemed to create a joint venture or principal -agent relationship between the parties and neither party is authorized to, nor shall either party act toward third persons or the public in any manner that would indicate any such relationship with the other. 22. Actions of Community Transit or Everett Transit. In any action by Community Transit or Everett Transit mandated or permitted under the terms of this Agreement, it shall act in a reasonable, expeditious and timely manner. Furthermore, in any instance where approval or consent is required under the terms of this Agreement, such approval or consent shall not be unreasonably withheld. 23. Filing of the Agreement. This Agreement shall be filed or otherwise maintained for public viewing in accordance with RCW 39.34.040. 24. Indemnification. To the maximum extent permitted by law, each Party will defend, indemnify and hold harmless the other Party and all of it officials, employees, principals and agents from all claims, demands, suits, actions and liability of any kind, including injuries to persons or darnages 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 4 ET/CT Paratransit Application Processing LOU 9