Inter-Local Agreement with Chelan County

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dispute by a telephone call between the public works directors of each county, or authorized designee(s). If the matter is not resolved by consultation in a telephone call, the parties agree that before taking any other action or seeking any remedy, the parties' directors of public works, or authorized designee(s), will participate in a good faith in- person negotiation to resolve any such dispute. 6.03 GOVERNING LAW AND VENUE. This Agreement shall be governed exclusively by the laws of the State of Washington. Venue shall be selected pursuant to RCW 36.01.050 for any and all suits brought to enforce or interpret the provisions of this Agreement. 6.04 ATTORNEY'S FEES. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, each party shall pay its own attorney's fees incurred in that action, arbitration or proceeding. 6.05 INDEMNIFICATION. Each party agrees to be responsible and assume liability for its own wrongful and/or negligent acts or omissions or those of their officials, officers, agents, or employees to the fullest extent permitted by law, and further agrees to save, indemnify, defend, and hold the other party harmless from any such liability. It is further provided that no liability shall attach to the parties by reason of entering into this contract except as expressly provided herein. ARTICLE VII TERMINATION 7.01 TERMINATION. This Agreement may be terminated by a writing executed by both parties and adopted by resolution of each party's legislative body. Either party may terminate this Agreement upon thirty (30) days written notice, either personally -delivered or mailed postage -prepaid by certified mail, return receipt requested, to the other party's contact at the address in paragraph 2.02 and to its board of commissioners. If this Agreement is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. ARTICLE IX GENERAL PROVISIONS 8.01 CHANGES, MODIFICATIONS, AMENDMENTS AND WAIVERS. The Agreement may be changed, modified, amended or waived only by written agreement signed by the parties and adopted by resolution of each party's legislative authority. Any waiver of a term or condition of this Agreement shall apply only to the specific act, occurrence or omission and shall not constitute a waiver as to any other term or condition or future act, occurrence or omission. Waiver or breach of any term or condition of this Agreement shall not be considered a waiver of any prior or subsequent breach. Interlocal Agreement Between Chelan County and Kittitas County for Routine Maintenance of a Portion of Colockum Pass Road in Kittitas County Page 4 of 6