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<br /> 12.0 INDEMNIFICATION
<br /> Each Party shall protect, defend, indemnify, and save harmless the other Party, its officers,
<br /> officials, employees, and agents, while acting within the scope of their employment as such,
<br /> from any and all costs, claims, judgment, and/or awards of damages, arising out of, or in any
<br /> way resulting from, Indemnifying Party's negligent acts or omissions. No Party shall be
<br /> required to indemnify, defend, or save harmless the other Party if the claim, suit, or action for
<br /> injuries, death, or damages is caused by the sole negligence of the Party. Where such claims,
<br /> suits, or actions result from concurrent negligence of the Parties, the indemnity provisions
<br /> provided herein shall be valid and enforceable only to the extent of the Party's own negligence.
<br /> Each of the Parties agrees that its obligations under this paragraph extend to any claim,
<br /> demand, and/or cause of action brought by, or on behalf of, any of its employees or agents.
<br /> For this purpose, each of the Parties, by mutual negotiation, hereby waives, with respect to the
<br /> other Party only, any immunity that would otherwise be available against such claims under the
<br /> industrial insurance provisions of Title 51 RCW. In the event that any of the Parties incurs any
<br /> judgment, award, and/or cost arising therefrom, including attorneys' fees, to enforce the
<br /> provisions of this section, all such fees, expenses, and costs shall be recoverable from the
<br /> responsible Party to the extent of that Party's/those Parties'culpability. This indemnification
<br /> shall survive the termination of this Agreement.
<br /> In the event that any Party deems it necessary to institute legal action or proceedings to
<br /> enforce any right or obligation under this Agreement, the Parties hereto agree that any such
<br /> action or proceedings shall be brought in a court of competent jurisdiction situated in
<br /> Snohomish County, Washington.
<br /> 13.0 INSURANCE
<br /> Each Party, a duly constituted governmental entity under the constitution of the State of
<br /> Washington, acknowledges, agrees and understands that each Party shall, at its expense,
<br /> obtain and maintain during the entire term of this Agreement an appropriate program of self-
<br /> insurance, commercial insurance, or any combination thereof, for all of its liability exposures.
<br /> When self-insurance is utilized, each Party agrees to provide the other Party with a letter
<br /> attesting to its self-insurance program as adequate proof of coverage. When commercial
<br /> insurance is utilized, each Party agrees to provide the other Party with a Certificate(s) of
<br /> Insurance showing compliance with the appropriate insurance requirements and naming the
<br /> other Party as an additional insured.
<br /> 14.0 GENERAL PROVISIONS
<br /> 14.1 Notice
<br /> All notices or requests required or permitted under this Agreement shall be in writing, shall be
<br /> personally delivered or sent by certified mail, return receipt requested, postage prepaid, or by
<br /> facsimile transmission and shall be deemed received three (3) business days following the date
<br /> when mailed or on the date when delivered or faxed (provided the fax machine has issued a
<br /> printed confirmation of receipt). All notices or requests shall be sent to the City and Sound
<br /> Transit addressed as follows:
<br /> City: City of Everett
<br /> Transportation Services Director
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<br /> Everett Station Operations & Maintenance Agreement, January 2011
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