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4 <br /> XXXIX. RESPONSIBILITY <br /> Each party to this Agreement shall be responsible for the negligence of its officers, <br /> employees, agents, and Subagencies in the performance of this Agreement and any <br /> Contract. Except to the extent that it meets its obligations to perform this Agreement or <br /> any Contract through a Subagency, no party to this Agreement shall be responsible for <br /> the acts and/or omissions of entities or individuals not a party to this Agreement or any <br /> Contract. The County and the Agency shall cooperate in the defense of tort lawsuits, <br /> when possible. Both parties agree and understand that this provision may not be feasible <br /> in all circumstances. The County and the Agency agree to notify the attorneys of record <br /> in any tort lawsuit where both are parties if either County or the Agency enters into <br /> settlement negotiations. It is understood that the notice shall occur prior to any <br /> negotiations, or as soon as possible, and the notice may be either written or oral. <br /> XL. COUNTY AUTHORITY <br /> The County Executive or his/her designee shall have the express, implied, or apparent <br /> authority to alter, amend, modify, or waive any clause or condition of this Agreement and <br /> any Contract on behalf of the County, provided it is in writing and signed by the County <br /> Executive or his/her designee and consistent with the requirements for changes and <br /> modifications under this Agreement and any Contract. <br /> XLI. DRUG-FREE WORKPLACE <br /> The Agency shall maintain a workplace free from alcohol and drug abuse as required by <br /> the Drug-Free Workplace Act of 1998, Pub. L. No. 105-277, 112 Stat. 2681, as amended. <br /> XLII. CHANGES AND MODIFICATIONS <br /> A. Either party may request changes, amendments, or additions to any portion of this <br /> Agreement or any Contract. Except as provided in Section XLII-B below, no such <br /> changes, amendments, or additions to any portion of this Agreement or any Contract <br /> shall be valid or binding upon either party unless it is in writing and executed by both <br /> parties. Only personnel authorized to bind each of the parties shall sign an <br /> amendment. All amendments shall be attached to, and made part of, the amended <br /> Agreement or Contract. <br /> B. This Agreement and any Contract may be unilaterally amended by the County <br /> Executive or his/her designee to: <br /> 1. Reflect changes in state or federal laws, rules, policies, or regulations governing <br /> their content; or <br /> 2. Extend the end date of any Contract without making arty changes to the budget. <br /> XLIII. TERMINATION OR SUSPENSION OF ANY CONTRACT <br /> A. Termination for Convenience: <br /> 1. The County or Agency may terminate any Contract, in whole or in part, upon thirty <br /> (30) calendar days' advance written notice to the other party. <br /> 2. In the event of termination under this clause, the County shall be liable only for <br /> payment in accordance with the terms of the Contract for services rendered prior <br /> to the effective date of termination. The County may pay an amount mutually <br /> Basic Terms and Conditions Agreement <br /> City of Everett <br /> HSD-2018-101-198 <br /> Page 25 of 31 <br /> 50 <br />