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TERMINATION This Agreement may be terminated by a writing executed by both Parties and <br />adopted by resolution of each Party's legislative body. Either Party may terminate this Agreement <br />upon thirty (30) days written notice, either personally -delivered or mailed postage -prepaid by <br />certified mail, return receipt requested, to the other party's contact at the address in Article II and to <br />its legislative body. If this Agreement is so terminated, the Parties shall be liable only for <br />performance rendered or costs incurred in accordance with the terms of this Agreement prior to the <br />effective date of termination. <br />ARTICLE V <br />DISPUTES <br />5.01 TIME. Time is of the essence of this Agreement <br />5.02 DISPUTE RESOLUTION. In the event that a dispute arises regarding any matter addressed <br />in or related to this Agreement, the Parties agree first to attempt to resolve such dispute by a <br />telephone call between the Director of each Party, or authorized designee(s). If the matter is <br />not resolved by consultation in a telephone call, the Parties agree that before taking any other <br />action or seeking any remedy, the Parties' Director, or authorized designee(s), will <br />participate in a good faith in-person negotiation to resolve any such dispute. <br />5.03 GOVERNING L1 WAND VENUE. This Agreement shall be governed exclusively by <br />the laws of the State of Washington. Venue of any action brought to interpret or enforce <br />the terms of this Agreement shall be in the Superior Court of Kittitas County, <br />Washington. <br />5.04 ATTORNEY'S FEES If any legal action or other proceeding is brought for the <br />enforcement of this Agreement, or because of an alleged dispute, breach, default, or <br />misrepresentation in connection with any of the provisions of this Agreement, each Party <br />shall pay its own attomey's fees incurred in that action, arbitration or proceeding. <br />ARTICLE VI <br />INDEMNIFICATION <br />Each Party shall defend, indemnify and hold harmless the other, as well as its officers, agents <br />and employees, from and against any and all claims, demands, losses and liabilities to or by third <br />parties arising from, resulting from, or connected with, services performed or to be performed <br />under this Agreement to the fullest extent permitted by law, whether arising from Agreement <br />liability(ies) or otherwise. <br />This duty to indemnify shall not apply to liability from damages arising out of bodily injury to <br />persons or damages to the property caused by, or resulting from, the sole negligence of the <br />County, the City, or their respective officers, agents and employees. <br />This duty to indemnify for liability for damages arising out of bodily injury to persons or <br />damages to property caused by or resulting from the concurrent negligence of the County's, and <br />City of Ellensburg and Kittitas County Interlocal <br />Agreement for Hansen Pits Master Site Plan 13 <br />