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terminate any and all commitments to the extent they relate to the work terminated, and shall
<br />deliver to the County all material and information prepared and developed hereunder in
<br />connection with the work terminated.
<br />If neither party provides notice of intent to terminate (30 day), then this Agreement shall remain
<br />in full force and effect. Each party shall commit to review this agreement every two years to
<br />determine if changes should occur and to ascertain that the intentions of the parties remain the
<br />same.
<br />X. INDEMNIFICATION
<br />Friends agrees to and shall defend, indemnify and hold harmless the County, its appointed and
<br />elective officers, agents and employees, from and against all loss or expense, including but not
<br />limited to judgments, settlements, attorney's fees and costs by reason of any and all claims and
<br />demands upon the County, its elected or appointed officials, agents, or employees for damages
<br />because of personal or bodily injury, including death at any time resulting therefrom, sustained
<br />by any person or persons and on account of damage to property including loss of use thereof,
<br />whether such injury to persons or damage to property is due to the negligence of Friends, its sub-
<br />contractors, its elected officers, employees, volunteers or their agents, except only such injury or
<br />damage as shall have been occasioned by the sole negligence of the County, its appointed or
<br />elected officials, agents, or employees. It is further provided that no liability shall attach to the
<br />County by reason of entering into this contract, except as expressly provided herein.
<br />The County agrees to and shall defend, indemnify and hold harmless Friends, its appointed and
<br />elective officers, agents and employees, from and against all loss or expense, including but not
<br />limited to judgments, settlements, attorney's fees and costs by reason of any and all claims and
<br />demands upon Friends, its elected or appointed officials, agents, or employees for damages
<br />because of personal or bodily injury, including death at any time resulting therefrom, sustained
<br />by any person or persons and on account of damage to property including loss of use thereof,
<br />whether such injury to persons or damage to property is due to the negligence of the County, its
<br />sub -contractors, its elected officers, employees, volunteers or their agents, except only such
<br />injury or damage as shall have been occasioned by the sole negligence of Friends, its appointed
<br />or elected officials, agents, or employees. It is further provided that no liability shall attach to
<br />Friends by reason of entering into this contract, except as expressly provided herein.
<br />XI. INDUSTRIAL INSURANCE WAIVER
<br />With respect to the performance of this Agreement and as to claims against the County, its
<br />officers, agents and employees, Friends expressly waives its immunity under Title 51 of The
<br />Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees and
<br />agrees that the obligations to indemnify, defend and hold harmless provided in this agreement
<br />extend to any claim brought by or on behalf of any employee or agent of Friends. This waiver is
<br />mutually negotiated by the parties to this Agreement.
<br />XII. VENUE AND CHOICE OF LAW
<br />In the event that any litigation should arise concerning the construction or interpretation of any
<br />of the terms of this Agreement, the venue of such action of litigation shall be in the Superior
<br />Professional Services Contract between Kittitas County & Page 4 of 8
<br />Friends of the Kittitas County Fairgrounds Foundation
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