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XII. Right of Refusal <br />The County shall have the right to refuse to accept any prisoner from the Town who, in the <br />judgment of the County, has a current medical condition which may adversely affect the safety <br />of the individual or the safe operations of the Kittitas County Corrections Center; or when the <br />reasonable operational capacity limits will be reached or exceeded. <br />XIII. Indemnification <br />A. The County shall defend, indemnify, and hold harmless the Town, its agents, employees and <br />officers from any and all liability arising out of the performance of this agreement, whether <br />by act or omission of the County, its agents, employees or officers. Such liability shall <br />include but not be limited to, intentional acts, negligence, and violations of prisoner's <br />constitutional rights. <br />B. The Town shall defend, indemnify and hold harmless the County, its agents, employees and <br />officers from any and all liability arising out of the performance of this agreement, whether <br />by act or omission of the Town, its agents, employees, or officers. Such liability shall <br />include, but is not limited to, false arrest and false imprisonment. <br />C. The Parties' obligations to indemnify, defend and hold harmless shall not extend to injuries, <br />sickness, death or damage caused by or resulting from the sole willful misconduct or <br />negligence of the other Party, it agents, officers, employees or sub -consultants. <br />D. The Parties' obligations to indemnify, defend and hold harmless for injuries, sickness, death <br />or damage caused by or resulting from the concurrent negligence or willful misconduct of the <br />Parties or of the Parties and a third party other than an officer, agent or employee of the <br />Parties, shall apply only to the extent of the negligence or willful misconduct of each Party. <br />XII. Entire Contract <br />This agreement represents the entire understanding of the parties and supersedes any oral <br />representations that are inconsistent with or modify its terms and conditions. <br />XIV. Modification <br />This agreement may be modified and amended only in writing and signed by the parties hereto. <br />XV. Independent Contractor <br />In providing services under this Interlocal Agreement, Kittitas County is an independent <br />contractor and neither it nor its officers, agents or employees are employees of the Town for any <br />purpose, including but not limited to, responsibility for any federal or state tax, industrial <br />insurance or Social Security liability. Neither shall the provision of services under this Interlocal <br />Interlocal Agreement for Housing of Inmates <br />Page 7 of 9 <br />