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<br /> funding agency from and against any and all claims, suits, actions, liability, loss,
<br /> expenses, damages, and judgments of any nature whatsoever, including costs and
<br /> attorney's fees in defense thereof, for damage to any property or business and/or any
<br /> death, injury, sickness or disability to any person, including without limitation any ti
<br /> employee of the Agency or its Subagencies, caused by or arising out of or suffered,
<br /> directly or indirectly, in connection with the performance of this Agreement or any
<br /> Contract or any act, error, or omission of the Agency, Agency's employees, agents, or
<br /> Subagencies, whether by negligence or otherwise.
<br /> B. The Agency shall assume the risk, liability, and pay all damage, loss, cost, and
<br /> expense of any party, including its employees, arising out of the performance of this
<br /> Agreement and any Contract, except that caused by the sole negligence and/or willful
<br /> misconduct of Snohomish County and/or its employees acting within the scope of their
<br /> employment.
<br /> C. With respect to the Agency's obligations to hold harmless, indemnify and defend
<br /> provided for herein, but only as such obligations relate to claims, actions or suits filed
<br /> against the County, the Agency further agrees to waive its immunity under the
<br /> Industrial Insurance Act, Title 51 RCW, as respects the County only, for any injury or
<br /> death suffered by the Agency's employee(s) caused by or arising out of the Agency's
<br /> acts, errors or omissions in the performance of this Agreement and any Contract. This
<br /> waiver is mutually negotiated by the parties.
<br /> D. The Agency's obligations hereunder shall include, but are not limited to, investigating,
<br /> adjusting, and defending all claims alleging loss from action, error, omission or breach
<br /> of any common law, statutory or other delegated duty by the Agency, Agency's
<br /> employees, agents, or Subagencies.
<br /> XXXVIII. DISPUTES •
<br /> A. Except as otherwise provided in this Agreement or any Contract, any dispute
<br /> concerning a question of fact arising under this Agreement or any Contract, which is
<br /> not disposed of by consensus, shall be decided by the County through the Director of
<br /> Human Services upon submission of the dispute for resolution in writing by either
<br /> party. The Director shall submit his/her decision in writing and mail or otherwise
<br /> furnish a copy thereof to the Agency. Participation in this dispute process shall
<br /> precede any judicial or quasi-judicial action and shall be the final administrative
<br /> remedy available to the parties.
<br /> B. The decision of the County shall be final, but shall not preclude judicial review.
<br /> Pending resolution of the dispute, the Agency shall proceed diligently with the
<br /> performance of any Contract.
<br /> C. A party's written request for dispute resolution must be mailed to the Human Services
<br /> Department, 3000 Rockefeller Avenue, M/S 305, Everett, WA 98201 within thirty (30)
<br /> calendar days after the party could reasonably be expected to have knowledge of the
<br /> issue which it now disputes and must state:
<br /> 1. The disputed issues;
<br /> 2. The relative positions of the parties; and
<br /> 3. The Agency's name, address, and its County contract number.
<br /> Basic Terms and Conditions Agreement
<br /> City of Everett
<br /> HS D-2018-101-198
<br /> Page 24 of 31
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