|
14.0 LEGAL RELATIONS
<br /> 14.1 No Third-Party Beneficiaries, Joint Venture or Partnership. It is understood and agreed that this
<br /> Agreement is solely for the benefit of the Agencies and gives no right to any other person or entity. No
<br /> joint venture or partnership is formed as a result of this Agreement. No employees or agents of an
<br /> Agency or any of an Agency's contractors or consultants shall be deemed, or represent themselves to
<br /> be, employees of any other Agency for any purpose, including, but not limited to, for withholding of taxes,
<br /> payment of benefits, worker's compensation pursuant to Title 51 RCW, or any other rights or privileges
<br /> accorded by virtue of their employment. No Agency assumes any responsibility for the payment of any
<br /> compensation fees, wages, benefits or taxes to or on behalf of any other Agency's employees.
<br /> 14.2 Legal Compliance. The Agencies shall comply, and shall ensure their respective contractors
<br /> comply, with all federal, state and local laws, regulations and ordinances applicable to their respective
<br /> obligations under this Agreement.
<br /> 14.3 General Indemnity to Other Agencies. Except as otherwise provided in Section 5.0 for the
<br /> Regional ORCA Operations Team (ROOT) or in the capacity of a Regional Service Provider, each
<br /> Agency, to the maximum extent permitted by law, shall defend, indemnify and hold harmless the other
<br /> Agencies and all of their officials, employees, principals and agents from all claims, demands, suits,
<br /> actions, and liability of any kind, including injuries to persons or damages to property, which arise out of,
<br /> are connected with, or are due to any intentional or negligent acts or omissions of the indemnifying
<br /> Agency, its contractors (other than the SI or other ORCA Vendor contractors), and/or employees, agents,
<br /> and representatives related to the Agency's responsibilities and other work referred to in this Agreement;
<br /> provided, however, that if (and only if) the provisions of RCW 4.24.115 apply to any work under this
<br /> Agreement and any such damages and injuries to persons or property are caused by or result from the
<br /> concurrent negligence of Agencies, their contractors or employees, agents, or representatives, the
<br /> indemnification applies only to the extent of the negligence of each Agency, its contractor or employees,
<br /> agents, or representatives. Each Agency specifically assumes potential liability for actions brought by its
<br /> own employees against any other Agency and for that purpose the indemnifying Agency specifically
<br /> waives, as respects the other Agency only, any immunity under the Worker's Compensation Act, RCW
<br /> Title 51; and each Agency recognizes that this waiver was the subject of mutual negotiation and
<br /> specifically entered into pursuant to the provision of RCW 4.24.115, if applicable. Each Agency shall
<br /> reasonably notify the other Agencies of any and all claims, actions, losses or damages that arise or are
<br /> brought against that Agency relating to or pertaining to this Agreement. In the event an Agency incurs
<br /> attorney's fees, costs or other legal expenses to enforce the provisions of this Section against any other
<br /> Agency, all such fees, costs and expenses shall be recoverable by the prevailing Agency.
<br /> 14.4 Claims by Third Parties. In the event a person or entity not party to this Agreement, other than
<br /> the Federal Transit Administration, submits a claim relating to or pertaining to this Agreement to the
<br /> Agencies or any individual Agency for costs, damages or liabilities of any kind pursuant to the such third
<br /> party's contract with the Agencies or an Agency, or in tort or any other legal theory, or based on the
<br /> actions of the ROOT or a Regional Service Provider, the Agencies agree to meet for the purpose of
<br /> developing a joint defense plan. The Agencies agree to cooperate with each other as necessary in
<br /> responding to and defending against all such actions. In the event that resolution of the claim, whether
<br /> by negotiation, dispute review board recommendation, mediated settlement or judicial order, results in
<br /> additional costs to the Agencies, said additional costs will be shared by the Agencies, except to the extent
<br /> that the additional costs are directly attributable to an individual Agency and except to the extent that
<br /> Section 5 of this Agreement applies to the claim. Such additional costs to the Agencies may include, but
<br /> are not limited to, the fully allocated labor cost of the staff and attorneys involved in the response or
<br /> defense of all such actions and any outside counsel or consultant resources deemed necessary by the
<br /> Agencies. In the event that the additional costs are attributable to an individual Agency and Section 5
<br /> 37
<br />
|