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4 <br /> a. The County, its officers, officials, employees, and agents are to be covered as <br /> additional insureds asrespects liability arising out of activities performed by or <br /> on behalf of the Agency in connection with any Contract (CG 2010 11/85 or its <br /> equivalent). <br /> b. The Agency's insurance coverage shall be primary insurance as respects the <br /> County, its officers, officials, employees, and agents. Any insurance and/or <br /> self-insurance maintained by the County, its offices, officials, employees, or <br /> agents shall not contribute with the Agency's insurance or benefit the Agency <br /> in any way. <br /> c. The Agency's insurance shall apply separately to each insured against whom <br /> claim is made and/or lawsuit is brought, except with respect to the limits of the <br /> insurer's liability. <br /> 2. All Policies <br /> Coverage shall not be suspended, voided, canceled, reduced in coverage or in <br /> limits, except by the reduction of the applicable aggregate limit by claims paid, until <br /> after 45 days prior written notice has been given to the County. <br /> F. Acceptability of Insurers <br /> Unless otherwise approved by the County, insurance is to be placed with insurers with <br /> a Bests' rating of no less than A: VIII, or, if not rated with Bests, with minimum <br /> surpluses the equivalent of Bests' surplus size VIII. <br /> Professional Liability, Errors, and Omissions insurance may be placed with insurers <br /> with a Bests' rating of B+VII. Any exception must be approved by the County. <br /> If, at any time, the foregoing policies shall fail to meet the above minimum <br /> requirements, the Agency shall, upon notice to that effect from the County, promptly <br /> obtain a new policy, and shall submit the same to the County, with appropriate <br /> certificates and endorsements, for approval. <br /> G. Verification of Coverage <br /> 1. The Agency shall furnish the County certificates of insurance and endorsements <br /> required by this Agreement and any Contract. The certificates and endorsements <br /> for each insurance policy are to be signed by a person authorized by that insurer <br /> to bind coverage on its behalf. The certificates and endorsements for each <br /> insurance policy are to be on forms approved by the County prior to the <br /> commencement of activities associated with any Contract. The County reserves <br /> the right to require complete, certified copies of all required insurance policies at <br /> any time. <br /> 2. If the Agency is a public entity and is insured through a State of Washington <br /> approved and recognized cooperative or pool, the County will accept a letter of <br /> coverage in lieu of a certificate of insurance. <br /> XXXVII. INDEMNIFICATION <br /> A. The Agency shall protect, defend, indemnify and hold harmless Snohomish County, <br /> its officers, elected officials, agents, employees, and any state, federal, or other <br /> Basic Terms and Conditions Agreement <br /> City of Everett <br /> HSD-2018-101-198 <br /> Page 23 of 31 <br /> 48 <br />