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Kittitas County .Replacement
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<br />DISPUTES
<br />In case of dispute between the Parties, the Parties will attempt to negotiate a resolution. If a dispute remains
<br />unresolved more than thirty (30) calendar days after the commencement of negotiation, then the Parties shall
<br />pursue mediation. If any dispute remains unresolved more than sixty (60) calendar days after the
<br />commencement of mediation, then either Party may commence binding arbitration. No litigation will be
<br />commenced by either Party unless all of the foregoing steps have been pursued to completion.
<br />CHOICE OF LAW, VENUE
<br />The validity, interpretation, and performance of this agreement shall be governed by the laws of the state in
<br />which the Work is performed. The venue for resolving any dispute shall be the county in which the Work is
<br />performed.
<br />FORCE MAJEURE
<br />Neither McKinstry nor Customer shall be considered in breach of this agreement to the extent that the Party's
<br />performance is prevented by an event or events that are beyond the control of such party, including but not
<br />limited to acts of God, fire, earthquake, flood, storm, war, rebellion, revolution, insurrection, riot, strike, nuclear
<br />contamination, and/or acts or threats of terrorism.
<br />NO WAIVER
<br />No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or
<br />remedy, whether or not similar, nor shall any waiver constitute a continuing waiver.
<br />INTELLECTUAL PROPERTY
<br />Intellectual property provided by McKinstry to Customer as part of the Work are instruments of service owned
<br />by McKinstry and are not "work made for hire' as such term is defined under U.S. copyright law. When the Work
<br />is performed to completion, McKinstry grants to Customer a limited license to use the Intellectual Property to
<br />operate, maintain, renovate, and manage the subject matter of the Work.
<br />DAMAGES LIMITATION
<br />Neither party shall be liable for any consequential, indirect, special, incidental, exemplary, or similar, damages or
<br />losses, including loss of profits, whether based in contract or tort or any other theory, even if a party has been
<br />advised of the possibility of such damages. Furthermore, the total aggregate liability of either party, under any
<br />theory, is limited to the agreement Price.
<br />INDEMNIFICATION
<br />Each party shall indemnify and hold harmless the other party from and against all third -party claims, damages,
<br />losses and expenses for bodily injury, sickness, disease, or death or destruction of tangible property but only to
<br />the extent directly caused by the negligent acts or omissions of the indemnitor.
<br />SEVERABILITY, SURVIVAL
<br />If any portion of this agreement shall be held invalid in whole or in part under any law, rule, regulation, or order,
<br />then such portion shall remain in effect only to the extent permitted, and the remaining portions of the
<br />agreement shall remain in full force and effect. Any invalid portions shall be substituted with an interpretation
<br />that most accurately reflects the Parties' intentions.
<br />AMENDMENT
<br />I/IV ��y CONFIDENTIAL & PROPRIETARY
<br />4
<br />4:L/e Of Your Building
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