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Modifications: <br />Either party may request changes in the Agreement. Any and all agreed modifications shall be in writing, <br />signed by each of the parties. <br />Termination: <br />Either party may terminate the Agreement at any time with written notice. <br />Defense & Indemnity Agreement: <br />KCFM agrees to and shall defend, indemnify and hold harmless the KCPHD, its Additional Insured's, <br />appointed and 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 demands upon <br />the KCPHD, its Additional Insured's, 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 by any person or <br />persons and on account of damage to property including loss of use thereof, when such injury to persons or <br />damage to property is due to the negligence of the KCFM, its sub-Contractors, its elected officers, employees or <br />their agents, except only such injury or damage as shall have been occasioned by the sole negligence of <br />KCPHD, its Additional Insured's, appointed or elected officials, agents, or employees. It is further provided <br />that no liability shall attach to the KCPHD by reason of entering into this contract, except as expressly provided <br />herein. <br />Venue and Choice of Law: <br />In the event that any litigation should arise concerning the construction or interpretation of any of the terms of <br />this Agreement, the venue of such action of litigation shall be in the Superior Court of the State of Washington <br />in and for the County of Kittitas. This Agreement shall be governed by the law of the State of Washington. <br />Severability: If any term or condition of this Agreement or the application thereof to any person(s) or <br />circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can <br />be given effect without the invalid term, condition or application. To this end, the terms and conditions of this <br />Agreement are declared severable. <br />Miscellaneous: <br />This Agreement embodies the entire Agreement between the KCFM and KCPHD and supersedes any and all <br />prior agreements. No change, amendment or modification of any provisions of this Agreement shall be valid <br />unless set forth in a written instrument signed by the party to be bound thereby. <br />Waiver: <br />Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any prior or subsequent <br />breach. No terms or conditions of this Agreement shall be held to be waived, modified or deleted except by an <br />instrument, in writing, signed by the parties hereto. <br />Construction: This Agreement has been mutually reviewed and negotiated by the parties and should be given <br />a fair and reasonable interpretation and should not be construed less favorably against either party. <br />SNAP-Ed FFY17 Partnership Agreement