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10 <br />11. <br />12 <br />13 <br />14 <br />15. <br />t6 <br />17 <br />Hold Harmless and Indemnification. Each Party shall hold harmless and indemnify the <br />other Party and its directors, officers, employees, agents and representatives against any <br />and all loss, liability, damage, or expense, including any direct, indirect or consequential <br />loss, liability, damage, or expense, but not including attorney's fees unless awarded by a <br />court of competent jurisdiction, for injury or death to persons, including employees of <br />either Party, and damage to property, including property of either Par1cy,arising out of or <br />in connection with intentional, willful, wanton, reckless or negligent conduct. However, <br />neither Party shall be indemnified hereunder for any loss, liability, damage or expense <br />resulting from its sole negligence or willful misconduct. <br />The waivers in this section have been mutually negotiated by the parties and this entire <br />section shall survive the expiration or termination of this Agreement. <br />Warranty. Except as expressly stated herein, there are no express or implied warranties <br />respecting this Agreement or the services provided. <br />Assignment. This Agreement cannot be assigned, transferred or any portion <br />subcontracted by either party hereto without the prior written consent of the other party, <br />which consent shall not be unreasonably withheld. <br />Administration of Agreement. There shall be no separate legal entity created by the <br />Agreement. This Agreement shall be administered jointly by the County or designee and <br />the KVFR or designee. <br />Propertir. The terms of this Agreement do not contemplate the acquisition of any real or <br />personal property. Unless otherwise specifically agreed by the parties in writing, all <br />property, personal and real, utilized by the parties hereto in the execution of this <br />Agreement shall remain the property of that party initially owning it. <br />Compliance with Laws. Each party hereto, in its performance of this Agreement, agrees <br />to comply with all applicable local, State, and Federal laws and ordinances. <br />Relationship of the Parties. No agent, employee, or representative of KVFR shall be <br />deemed to be an agent, employee, or representative of the County for any purpose, and <br />the employees of KVFR are not entitled to any of the benefits the County provides to <br />County employees. No agent, employee or representative of the County shall be deemed <br />to be an agent, employee, or representative of KVFR for any purpose, and the employees <br />of the County are not entitled to any of the benefits KVFR provides to KVFR employees. <br />Disputes. In the event that a dispute arises under this Agreement, it shall be determined <br />by a majority vote of a three-member Dispute Resolution Board comprised of one <br />representative chosen by each of the parties hereto and a third chosen by the two selected <br />parties. If said determination is not acceptable to the parties, the parties are entitled to <br />utilize whatever remedies to which they may be entitled at law or in equity. <br />Interlocal Agreement Page 3 of 5