2012/12/18 Council Agenda Packet

4 . • 17 8.2 A party who withdraws may become an Affiliate Agency. if the Withdrawing party does not elect tobecome an Affiliate Agency,the party shall no longer be entitled to receive the Special Operations Services without charge. Section.9: Termination of Agreement. 9:1 This Agreement may be terminated by a 60%majority vote of the FPAs. Unless otherwise provided, any terminationshall be effective as of December 31 of the year in which the vote is taken. 9.2. Upon termination of this Agreement; the SOPB Board shall take all steps to. redistribute or liquidate the SOPB Equipment: After paying all expenses, the SOPB Board shall disburse the any proceeds to the FPAs according to the percentage of their contributions during the term of this Agreement. 9.3: An agency who is utilizing any item of SOPB Equipment as of thedate-of termination shall be afforded a reasonable opportunity to purchase the item for the full and true value before itis offered for sale toother FPAs or to third parties. Section 10: Indemnification. Each party to this Agreement shall defend, indemnify, and hold the SOPS Board, other FPAs, Affiliate Agencies and their agents, employees and/or officers harmless from, and shall process and defend at its own expense; any and all claims, demands, suits, penalties, losses, damages, or costs of whatsoever kind or nature brought against themarising out of or caused by the indemnifying party's negligent acts and/or omissions. Nothing in this Agreement shall be construed to require any party to defend, indemnify, and hold harmless any other party against any liability to the extent itarises from or is caused by the negligence or fault of the other party,. its agents, employees, and/or officers. Section 11: Applicable Law. This Agreement shall be.governed by and construed according to the lawsof the State of Washington. Nothing in this Agreement shall be construed as altering or diminishing the rights or responsibilities of the parties as granted or imposed by State law. In the event that any litigation may be filed between the parties regarding this Agreement; the parties agree that venue shall rest in the Superior, Court of Snohomish County, Washington. Section 12: Disputes. The parties agree to attempt mediation prior to the filing of any legal action, but mediation shall not be a condition precedent to filing a legal action. Venue for any disputes shall lie_ exclusively in Snohomish County Superior Court. Section 13: No Third Party Benefit. it is agreed that this Agreement does not create a partnership or joint venture relationship. between the parties.and does not benefit or create any rights in any third party. Section 14: Entire Agreement. INTERLOCAL AGREEMENT-4 179