Universal Agreement Facility Use

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11. Termination of Agreement with Cause This Agreement may be terminated for cause by either party at any time. Cause, as used in this paragraph, shall mean a material breach of one or more of the terms of this Agreement. Breach of the nondiscrimination terms set forth in paragraph 10 above may also result in a declaration of ineligibility for further agreements with Kittitas County. Upon termination for cause, payment shall only be made for those services provided prior to the effective date of the termination of the Agreement. With respect to Agreements based on time and materials, payment will be made based on the proportion of work completed as determined by Kittitas County in its sole discretion. 12. Termination of Agreement without Cause This Agreement may be terminated by either party without cause upon thirty days' notice. Elimination or reduction of budget expenditure authority may lead to such termination. Upon termination without cause, payment shall only be made for those services provided prior to the effective date of the termination of the Agreement. With respect to Agreements based on time and materials, payment will be made based on the proportion of work completed as determined by Kittitas County in its sole discretion. 13. Conflict of Interest The Kittitas County may, by written notice to the other party, terminate this Agreement if it is found after due notice and examination by the Kittitas County that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW or any similar statute involving the other party in the procurement of, or performance under, this Agreement. In the event this Agreement is terminated for a violation of this paragraph, the Kittitas County shall be entitled to pursue the same remedies against the other party as it could pursue in the event of a breach of this Agreement by the other party. The rights and remedies of the Kittitas County provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. 14. Maintenance of Records Books, records, documents and other evidence of accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this agreement shall be maintained for a period of six years. These records shall be subject at all reasonable times to inspection, review, or audit by personnel duly authorized by the Kittitas County. 15. Treatment of Assets If the Other Party is using any Kittitas County assets, any property of the Kittitas County furnished to the Other Party shall, unless otherwise provided herein or approved by the Kittitas County, be used only for the performance of this Agreement. The Other Party shall be responsible for any loss or damage to property of the Kittitas County which results from the failure on the part of the Other Party to maintain and administer that property in accordance with sound management practices. Upon loss or destruction of, or damage to, any Kittitas County property, the Other Party shall notify the Kittitas County thereof and shall take all reasonable steps to protect that property from further damage. The Other Party shall surrender to the Kittitas County all property of the Kittitas County prior to settlement upon completion, termination or cancellation of this Agreement. Reference to the Other Party under this clause shall also include Other Party's employees, agents or sub-vendors. 16. All Agreements Contained Herein This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. 17. Severability If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid by a court of law, such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision. 18. Jurisdiction/Venue/Attorney's Fees Except as otherwise provided in this Agreement, when a genuine dispute arises between the parties that require judicial decision, the jurisdiction and venue for such disputes shall be the Kittitas County Superior Court and Washington law shall apply. In any such dispute, the substantially prevailing party shall be entitled to an award of reasonable legal fees and costs. 19. Electronic Delivery and Signatures The parties agree that this Agreement may be entered into through electronic means, including the use of electronic signatures, and that the Agreement may be created, generated, sent, communicated, received and stored by electronic means. The parties further agree that this Agreement in electronic form or containing an electronic signature shall not be denied legal effect or enforceability solely because it is in electronic form.