2012/05/23 Council Agenda Packet

q hereunder shall not extend to injury, sickness, death or damage to the extent caused by or arising out of the negligence or willful misconduct of the County, its officers, officials, employees or agents acting within the scope of their employment. With respect to the Contractor's obligations to hold harmless, indemnify and defend provided for herein,but only as such obligations relate to claims, actions or suits filed against the County, the Contractor further agrees to waive its immunity under the Industrial Insurance Act, Title 51 RCW, for any injury or death suffered by the Contractor's employees caused by or arising out of the Contractor's acts, errors or omissions in the performance of this Agreement. This waiver is mutually negotiated by the parties. The Contractor's obligations shall include, but not be limited to investigating, adjusting, and defending all claims alleging loss from action, error or omission or breach of any common law, statutory or other delegated duty by the Contractor, Contractor's employees, agents, or subcontractors. 11. Insurance; No Limitation. The Contractor will maintain its customary self insurance program. The Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the County's recourse to any remedy available at law or in equity. 12. Compliance with Law. The Contractor shall comply with all other applicable federal, state and local laws,rules, and regulations in performing this Agreement. 13. Termination. a. If the Contractor breaches any of its obligations hereunder, and fails to cure the same within five (5) days of written notice to do so by the County, the County may terminate this Agreement, in which case the County shall pay the Contractor only for the costs of services accepted by the County in accordance with Sections 3 and 9. b. The County may terminate this Agreement upon thirty (30) days written notice to the Contractor for any reason other than stated in paragraph a of this Section 16, in which case the County shall pay the Contractor for all costs incurred by the Contractor in performing this Agreement up to the date of such notice. Payment shall be made in accordance with Sections 3 and 9 hereof. c. Termination shall not affect the rights of the County under any other section or paragraph herein. 14. Notices. All notices and other communications shall be in writing and shall be sufficient if given, and shall be deemed given, on the date on which the same has been mailed by certified mail,return receipt requested,postage prepaid, addressed as follows: If to the County: Snohomish County Council CONTRACT FOR HISTORIC PRESERVATION PROJECT Page 3 of 6 48