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(e) If the cost to Licensee of insurance necessary to comply with (a) through (d) <br />of this paragraph increases after the 2013 fair in an amount that could not reasonably <br />have been anticipated by Licensee upon execution of this agreement, Licensee may <br />request that the County enter into negotiations with Licensee, which negotiations shall be <br />limited to the subject of insurance and shall not affect application of (a) through (d) of <br />this paragraph. If the parties do not enter into a written agreement concerning insurance <br />before the first of March after such request, then either party may terminate this <br />agreement by giving written notice of termination to the other party within 15 days <br />thereafter. If the increase in the cost to Licensee of insurance could reasonably have <br />been anticipated or if notice or termination id not given between March 1 and 15 as <br />provided herein, this agreement including the requirements of (a) through (d) of this <br />paragraph shall remain in full force and effect. <br />7.8 Governing Law and Stipulation of Venue. The laws of the State of Washington shall <br />govern this agreement and the parties stipulate that any lawsuit regarding this agreement must be <br />brought in Kittitas County, Washington. <br />7.9 Attorney's Fees. In the event it is necessary to commence any legal action, suit or <br />proceeding by reason of any breach of this agreement, each party agrees to bear its own costs and <br />expenses, including but not limited to, attorney's fees. <br />7.10 Indemnification for Damage to Countx. The Licensee agrees to indemnify the <br />County for any and all damage caused by its negligence to the County's property. <br />7.11 Termination. This agreement maybe terminated by the County if: <br />(a) In the judgment of the County, it is unable to present an agricultural fair on <br />the dates specified in this agreement. <br />(b) There is failure to make payment as required or violation of any term of <br />condition provided for herein which Licensee, having been given written notice or any <br />such violation, has failed to correct within a reasonable period of time; <br />(c) There occurs an assignment for the benefit of creditors by, or an institution of <br />bankruptcy proceedings for or against, the Licensee; <br />(d) There is shown to exist fraud, collusion, or conflict of interest on the part of <br />any of the parties and/or their agents in obtaining this agreement or carrying out the <br />provisions hereof. For these purposes, the above terms are as defined by the laws of the <br />State of Washington, including, but not in lieu of these laws, conflict of interest is also <br />defined to include the giving or receiving of any gratuity or the entering of any <br />employment relationship between a county officer or employee and the Licensee that is <br />not first disclosed and approved by the County in public meeting. <br />Carnival Contract 2017-2022 Page 11 of 13 <br />