TIS 2025-07-28 Item 1B - Agreement - Cost Share Agreement wtih Water District #125 for 2025 Overlay Project

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3.4 The Parties agree that during any conflict or dispute resolution process they shall continue to diligently perform their respective responsibilities under this Agreement. 4. No Preclusion of Separate but Related Activities or Projects Nothing in this Agreement shall preclude any Parry from choosing or agreeing to fund or implement any work activities or projects associated with any of the purposes hereunder by separate agreement or action, provided that any such decision or agreement shall not impose any funding, participation, or other obligation of any kind on the other Parties. 5. Hold Harmless and Indemnification To the extent permitted by state law, and for the limited purposes set forth in this Agreement, each Parry shall protect, defend, hold harmless, and indemnify the other Parties, their officers, elected and appointed officials, agents and employees, while acting within the scope of their duties as such, from and against any and all claims (including demands, suits, penalties liabilities, damages, costs, expenses, or losses of any kind or nature whatsoever) ("Damages") resulting from such Party's own negligent acts or omissions related to such Party's participation and obligations under this Agreement. Each Party agrees that its obligations under this subsection extend to any claim, demand, and/or cause of action brought by or on behalf of any of its employees or agents. For this purpose, each Party, by mutual negotiation, hereby waives, with respect to the other Party only, any immunity that would otherwise be available against such claims under the industrial insurance act provision of Title 51 RCW. The Parties acknowledge that this Section 5 was expressly negotiated and agreed to by them. The provisions of this Section 5 shall survive and continue to be applicable to any Party exercising the right of termination pursuant to Section 9. 6. Notice; Designation of Agreement Administrators; Signature Authority 6.1 Any notice permitted or required to be given by any Party shall be given in writing and may sent by certified United States mail, with return receipt requested, properly addressed, postage prepaid; or by reputable overnight delivery service; or by personal service. Notice shall be deemed given two (2) days after deposit in the U.S. mail as specified in the preceding sentence; or upon delivery (or refusal of delivery) by an overnight delivery service or by personal service. Notwithstanding anything in this Section 8 to the contrary, a Party may provide notice by email or other electronic means with delivery confirmation or read receipt (or both) but the Parry providing electronic notice shall bear the burden to prove the date that notice was delivered. 6.2 All notices, invoices, correspondence, or other materials, including Dispute Resolution Notices, shall be given to the Agreement administrators electronically. A Party may change their Agreement administrators by .;