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2.2 CWU's Obligations. Upon detivery of the specified goods and/or completion of the specified services, and within thirty (30) days of receiving Contractor's itemized invoice, CWU agrees to pay the following amount(s), exclusive of applicable taxes: an hourly rate per the adopted Kittitas County Public Health Department fee schedule, not to exceed a total of$30,000 for the term ofthe agreement. UI. CONTRACT TERM, TERMINATION, DISPUTES 3.1 Term. This Agreement shall become effective when signed by the parties and shall terminate upon the full performance of their mutual obligations hereunder, unless extended by mutual written agreement. 3-2 Termination. (a) This Agreement may be terminated at any time by mutual written agreement of the parties (b) CWU, by giving written notice, may terminate this Agreement at any time without cause and without further obligation to Contractor except for payment due for goods provided or services rendered prior to the effective date of termination. (c) The Agreement may be terminated by either party for a material breach by the other party of that party's obligation(s) hereunder. In the event of breach, the aggrieved party must provide written notice to the breaching parfy and allow fifteen (15) days to cure. If the breach cannot be cured within that time or such longer time as deemed reasonable by the aggrieved parfy, the Agreement may be terminated immediately by written notice of the aggrieved parfy. Termination for breach shall not be deemed to limit any of the terminating party's contractual remedies as against the breaching parry. (d) Termination of this Agreement by any means provided herein shall not excuse any party's performance of its obligations hereunder through the effective date of termination, except that CWU shall not be obligated to pay for goods that have not been delivered or services that have not been performed. 3.3 Force Majeure. Notwithstanding any other provision of this Agreement, either party may cancel this Agreement without obligation or liability to the other party in the event that it becomes impossible or impracticable for that parfy to perform its obligations hereunder by reason of force majeure beyond that party's reasonable control, including but not limited to fire, flood, earthquake, pandemic, or other acts of God, war, invasion, hostilities, rebellion, insurrection, or prohibitory or injunctive orders of any competent judicial or other govemmental authority, civil or military. In the event of such cancellation, the parties shall each bear their own costs incurred prior to such cancellation 3.4 Disputes. Any dispute between the parties arising under or relating to this Agreement shall be resolved informally if possible, but if the parties cannot so resolve their differences, then arbitration shall provide the sole and exclusive remedy for resolving the contract dispute. The parties shall jointly select one arbihator acceptable to both parties. If the parties cannot agree on an arbitrator, the Yakima Dispute Resolution Center shall be requested to choose an arbiffator. The fees and expenses ofthe arbitrator shall be shared equally by both parties to this Agreement, and each party shall bear its own costs and attorney fees. Arbitration shall be conducted according to the commercial arbitration procedures of the American Arbihation Association. The arbitrator's decision or award shall be final and binding on both parties. IV. GENERAL TERMS AND CONDITIONS 4.1 Assignment. This Agreement shall extend to and be binding upon and inure to the benefit of the successors and assignees of the respective parties. However, this Agreement may not be assigned or subcontracted by either party without the other party's express written consent. 4.2 Independent Capacity. This Agreement is intended to create an independent contractor relationship. Each party to the Agreement shall act in an independent capacity and not as an agent or representative of the other parfy. The employees or agents of each party who are engaged in the performance of this Agreement CWU Standard Agreement Approved as to Form / Assistant Attorney General 109.29.15 Page2