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immediately by written notice of the aggrieved party to the other. <br /> B. The County and City may terminate this Agreement by written, mutual consent of both parties <br /> with thirty (30) days' notice to be given by either party unless other timing is mutually <br /> agreeable. Both parties shall continue to perform their obligations through the date of <br /> termination. <br /> 12. RESPONSIBILITIES OF THE PARTIES <br /> Each party to this Agreement hereby assumes responsibility for claims and/or damages to persons <br /> and/or property resulting from any act or omission on the part of itself, its employees, its officers, <br /> and its agents. Neither party assumes any responsibility to the other party for the consequences of <br /> any claim, act or omission of any person, agency, firm, or corporation not a party to this <br /> Agreement. <br /> 13. RIGHTS AND REMEDIES <br /> A. In no event shall any payment by the City to the County constitute a waiver by the City of any <br /> breach of covenant or any default that may exist on the part of the County. The making of any <br /> such payment by the City while any such breach or default exists shall in no way impair or <br /> prejudice any of the City's rights and remedies, hereby expressly recognized, to recover <br /> payments or portions thereof, to which the County was not entitled under this Agreement, <br /> where any payments were made by mistake,or to pursue any other remedy available to the City <br /> with respect to breach or default of this Agreement. <br /> B. Performance pursuant to this Agreement may, where appropriate, be offered in satisfaction of <br /> an obligation,duty,or responsibility conveyed to the County or the City where allowed by law. <br /> The City, where legally authorized, may delegate any responsibility to the County where <br /> contemplated under an Appendix or included in the scope of work. <br /> 14. HOLD HARMLESS <br /> A. The City agrees to protect, defend and hold harmless the County, its elected and appointed <br /> officials, employees and agents, from and against all claims, demands and causes of action of <br /> any kind or character, including any cost of defense and attorney's fees, arising out of any <br /> actions, errors or omissions of the City, its officials, employees and agents in performing this <br /> Agreement except for those arising out of the negligence of the County. <br /> B. The County agrees to protect, defend and hold harmless the City, its elected and appointed <br /> officials, employees and agents, from and against all claims, demands and causes of action of <br /> any kind or character, including any cost of defense and attorney's fees, arising out of any <br /> actions, errors or omissions of the County, its officials, employees and agents in performing <br /> this Agreement except for those arising out of the negligence of the City. <br /> 15. RELATIONSHIP TO EXISTING LAWS <br /> The laws of the State of Washington shall govern this Agreement. The parties stipulate that any <br /> lawsuit regarding this Agreement must be brought in Snohomish County, Washington. <br /> 16. INDEPENDENT CONTRACTOR <br /> INTERGOVERNMENTAL SERVCIES AGREEMENT BETWEEN pg. 4 <br /> SNOHOMISH COUNTY AND CITY OF EVERETT FOR GIS ANALYSIS <br /> OF EVERETT AREA UPLAND OF MARSHLAND DRAINAGE BASIN <br />