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12. RIGHTS AND REMEDIES
<br /> A. In no event shall any payment by the County to the City constitute a waiver by the County of
<br /> any breach of covenant or any default that may exist on the part of the City.The making of any
<br /> such payment by the County while any such breach or default exists shall in no way impair or
<br /> prejudice any of the County's rights and remedies, hereby expressly recognized, to recover
<br /> payments or portions thereof,to which the City was not entitled under this Agreement, where
<br /> any payments were made by mistake, or to pursue any other remedy available to the County
<br /> with respect to breach or default of this Agreement.
<br /> B. In the event the County terminates this Agreement, the County shall not be liable for any
<br /> monetary loss incurred by the City due to termination.
<br /> 13. HOLD HARMLESS
<br /> A. To the extent of the City's negligence,intentional misconduct or violation of this Agreement,
<br /> 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 to the extent arising out of the negligence or intentional misconduct or
<br /> breach of this Agreement by the County.
<br /> B. The County shall indemnify,defend and hold the City harmless from and against all liabilities,
<br /> suits, losses, costs, damages, claims, expenses, penalties or charges, including, without
<br /> limitation, reasonable attorneys' fees, arising from or relating to regulatory requirements
<br /> regarding discharge requirements and any potential pollution levels or limits. The City has no
<br /> responsibility for any required inspections or reporting under the Phase I Stormwater NPDES
<br /> Permit held by the County or any District requirements, unless otherwise agreed to, by the
<br /> parties, and spelled out in the Scope of Work. The City has no responsibility relating to the
<br /> County's requirements per its ILA with the Diking District.
<br /> C. To the extent of the County's negligence,intentional misconduct or breach of this Agreement,
<br /> the County shall, in addition to its obligations under Section 13.B above, indemnify, defend
<br /> and hold the City harmless from and against all liabilities,suits,losses,costs,damages,claims,
<br /> expenses,penalties or charges,including,without limitation,reasonable attorneys'fees,arising
<br /> out of the County's performance of its obligations pursuant to this Agreement, except to the
<br /> extent arising out of the negligence,intentional misconduct or breach of this Agreement by the
<br /> City.
<br /> 14. GOVERNING LAW AND VENUE
<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 /> 15. NONASSIGNMENT
<br /> The City shall not subcontract, assign, or delegate any of the rights, duties, or obligations under
<br /> this Agreement without prior express written consent by the County.
<br /> INTERGOVERNMENTAL SERVICES AGREEMENT
<br /> BETWEEN SNOHOMISH COUNTY AND THE
<br /> CITY OF EVERETT FOR THE OPERATION AND pg.6
<br /> MAINTENANCE OF THE SMITH ISLAND PUMP STATION
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