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mutually drafted by, both Parties, and the language in all parts of this Agreement shall, in
<br />all cases, be construed according to its fair meaning and not strictly for or against either
<br />Parry.
<br />9.6 Assignment. Neither this Agreement, nor any interest herein, may be assigned by either
<br />Parry without the prior written consent of the other Parry.
<br />9.7 Compliance with Applicable Laws. The Parties agree to comply with all applicable federal,
<br />state, and local laws, rules, and regulations, including those pertaining to nondiscrimination, and
<br />agree to require the same of any subcontractors providing services or performing any work
<br />related to the Program using funds provided under this Agreement.
<br />10. FORCE MAJEURE
<br />Either Party to this Agreement shall be excused from performance of its responsibilities and
<br />obligations under this Agreement, and shall not be liable for damages due to failure to perform,
<br />during the time and to the extent that it is prevented from performing by a cause directly or
<br />indirectly beyond its control, including, but not limited to: late delivery or nonperformance by
<br />vendors of materials or supplies; any incidence of fire, flood, snow, earthquake, or acts of nature;
<br />strikes or labor actions; accidents, riots, insurrection, terrorism, or acts of war; order of any court
<br />or civil authority; commandeering material, products, or facilities by the federal, state or local
<br />government; or national fuel shortage; when satisfactory evidence of such cause is presented to
<br />the other Party to this Agreement, and provided that such non-performance is beyond the control
<br />and is not due to the fault or negligence of the Party not performing.
<br />11. INDEMNIFICATION
<br />Both Parties shall protect, defend, indemnify and save harmless each other, their officers,
<br />employees, and agents while acting within the scope of their employment as such, from any and
<br />all costs, claims, judgments, and/or awards of damages, arising out of or in any way resulting
<br />from either Party's negligent acts or omissions in performing their obligations under this
<br />Agreement. The Parties agree that they are fully responsible for the acts and omissions of their
<br />own contractors, subcontractors, employees, and agents, acting within the scope of their
<br />employment as such, as they are for the acts and omissions of its own employees and agents.
<br />The Parties agree that their obligations under this provision extend to any claim, demand, and/or
<br />cause of action brought by or on behalf of any of their employees or agents. The foregoing
<br />indemnity is specifically and expressly intended to constitute a waiver of both Parties immunity
<br />under Washington's Industrial Insurance Act, RCW Title 51, as respects the Parties only, and
<br />only to the extent necessary to provide the Parties, their officers, employees, and agents with a
<br />full and complete indemnity of claims made by the Parties employees. The Parties acknowledge
<br />that these provisions were specifically negotiated and agreed upon by them. The provisions of
<br />this Section 11 shall survive the expiration or earlier termination of this Agreement.
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