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8. Hold Harmless and Indemnification. The CONTRACTOR agrees to protect, save harmless, <br />indemnify and defend, at its own expense, the COUNTY, its elected and appointed officials, <br />employees and agents, from any loss or claim for damages of any nature whatsoever arising out of <br />the performance of this Agreement, including claims by the CONTRACTOR'S employees, <br />volunteers or third parties, except for those damages solely caused by the negligence or willful <br />misconduct of the COUNTY, its elected and appointed officials, employees or agents. <br />9. Nondiscrimination. The CONTRACTOR agrees that it shall not discriminate against any person <br />on the grounds of race, creed, color, religion, national origin, sex, age, marital status, political <br />affiliation or belief, or the presence of any sensory, mental or physical handicap or any other status <br />in violation of Washington State Law Against Discrimination (RCW 49.60) or the American With <br />Disabilities Act (42 U.S.C 12101etseq.) In the event the CONTRACTOR violates this provision, <br />the COUNTY may terminate this agreement immediately and bar the CONTRACTOR from <br />performing any services for the COUNTY in the future. <br />10. Termination. <br />a. tfthe CONTRACTOR breaches any of its obligations hereunder, and fails to cure the same <br />within thirty (30) days of written notice to do so by the COUNTY, the COUNTY may <br />terminate this contract, in which case the COUNTY shall pay the CONTRACTOR only for <br />costs of services accepted by the COUNTY. <br />b. Either the COUNTY or the CONTRACTOR may terminate this Agreement upon ninety (90) <br />days written notice for any reason other than otherwise provided herein in which case the <br />COUNTY shall pay the CONTRACTOR for all costs incurred by the CONTRACTOR in <br />performing the contract to the date of termination, subject to the limitations noted in <br />paragraph 3. <br />c. The invalidity or unenforceability of any particular provision of this Agreement shall not <br />affect other provisions hereof and this Agreement shall be construed in all respects as if such <br />invalid or unenforceable provisions were omitted. <br />11. Exercise of rights or remedies. Failure of either party to exercise any rights or remedies under <br />this agreement shall not be a waiver of any obligation by either party and shall not prevent either <br />party from pursing that right at any future time. <br />12. Venue Stipulation. This shall be governed by and interpreted under the law of the state of <br />Washington. Any action, suit, or judicial proceedings for the enforcement of this Agreement shall <br />be brought in the Superior Court for the State of Washington in Kittitas County, Washington. <br />13. Documents Included in Agreement. This agreement constitutes the entire agreement between <br />the parties and includes the following documents: <br />1. This Agreement. <br />2. Fee Schedule. <br />14. Annual Review. This agreement is subject to annual review by the parties to evaluate costs of <br />delivery of services by CONTRACTOR, revenues generated by the county and potential changes <br />to the services to be provided.