2020-09-14-minutes-public-works-study-session

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21. INDEMNIFICATION AND LIABILITY. 21.1. The City shall protect, save harmless, indemnify and defend, at its own expense, the County, its elected and appointed officials, officers, employees and agents, from any loss or claim for damages of any nature whatsoever arising out of the City's performance of this Agreement, including claims by the City's employees or third parties, except for those damages caused solely by the negligence or willful misconduct of the County, its elected and appointed officials, officers, employees, or agents. 21.2. The County shall protect, save harmless, indemnify, and defend at its own expense, the City, its elected and appointed officials, officers, employees and agents from any loss or claim for damages of any nature whatsoever arising out of the County's performance of this Agreement, including claims by the County's employees or third parties, except for those damages caused solely by the negligence or willful misconduct of the County, its elected and appointed officials, officers, employees, or agents. 21.3. In the event of liability for damages of any nature whatsoever arising out of the performance of this Agreement by the City and the County, including claims by the City's or the County's own officers, officials, employees, agents, volunteers, or third parties, caused by or resulting from the concurrent negligence of the County and the City, their officers, officials, employees and volunteers, each party's liability hereunder shall only be to the extent of that party's negligence. 22. SEVERABILITY. If any provision of this Agreement or its application to any person or circumstance is held 'invalid, the remainder of the provisions and/or the application of the provisions to other persons or circumstances shall not be affected. 23. EXERCISE OF RIGHTS OR REMEDIES Failure of either party to exercise any rights or remedies under this Agreement shall not be a u^aiver of any obligation by either party and shall not prevent either party from pursuing that right at any future time. 24. RECORDS. Both parties shall maintain adequate records to document obligations performed under this Agreement Both parties shall have the right to review the other party's records with regard to the subject matter of this Agreement, upon reasonable notice. Such rights last for six (6) years from the date of permit issuance for each specific development subject to this Agreement. 25. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between the parties with respect to the framework issues for annexations and for uniform development standards in the Urban Growth Area. 26. GOVERNING LAW AND STIPULATION OF VENUE. This Agreement shall be governed by the laws of the State of Washington. Any action hereunder must be brought in the Superior Court of Washington for Kittitas County, except for Growth Management Act appeals which must be brought in the Washington State Growth Management Hearings Board. UGA Interlocal Agreement Draft (08-14-2020) — Page 10 of 13