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ARTICLE VI
<br />INDEMNIFICATION
<br />6.01 INDEMNIFICATION. Each party agrees to and shall defend, indemnify, and hold harmless
<br />the other party, its appointed and elective officials, officers, agents, and employees, from and
<br />against all loss or expense, including, but not limited to judgments, settlements, attorney's
<br />fees, and costs by reason of any and all claims and demands upon the party to be
<br />indemnified, its elected or appointed officials, officers, agents, or employees for damages
<br />because of personal or bodily injury, including death, at any time resulting therefrom,
<br />sustained by any person or persons and on account of damage to property, including loss of
<br />use thereof, when such injury to persons or damage to property is due to the negligence of
<br />indemnifying party, its elected officials, officers, employees, or their agents, except when
<br />such injury or damage shall have been occasioned by the sole negligence of the party
<br />seeking indemnity, its appointed or elected officials, officers, agents, or employees. lt is
<br />further provided that no liability shall attach to a party by reason of entering into this
<br />Agreement, except as expressly provided herein. Kittitas expressly waives the immunity
<br />under Title 51 RCW (lndustrial lnsurance statutes) and acknowledges that its waiver of
<br />immunity was mutually and expressly negotiated by the parties, and expressly agrees that
<br />its promise to indemnify and hold harmless applies to all claims filed by and/or injuries to its
<br />own employees.
<br />6.02 SURVIVAL, OF INDEMNITY OBLIGATIONS. The parties agree all indemnity obligations
<br />shall survive the completion, expiration, or termination of this Agreement.
<br />ARTICLE VII
<br />DISPUTES
<br />7.01 ME Time is of the essence of this Agreement.
<br />7.OZ GOVERNING LAW AND VENUE, ln the event of a dispute regarding the enforcement,
<br />breach, or interpretation of this Agreement, Kittitas's Public Works Director and the Benton
<br />County Administrator shallfirst meet in a good faith attempt to resolve such dispute. ln the
<br />event they are unable to resolve such dispute, either individually or with the assistance of
<br />a mediator, the dispute shall be resolved by arbitration pursuant to RCW 7.04A; with venue
<br />being placed in Benton County, Washington; with all parties waiving the right of a jury trial
<br />upon de novo appeal, if any.
<br />7.03 ATTOBNEY'S FEES. lf 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 provisions of this Agreement, each party shall
<br />pay its own attorney's fees incurred in that action, arbitration, or proceeding.
<br />ARTICLE VIII
<br />TERMINATION
<br />8.01 TERMINATION. Any party hereto may terminate this Agreement upon thirty (30) days'
<br />notice in writing either personally delivered or mailed postage-prepaid by certified mail,
<br />return receipt requested, to the party's last known address for the purposes of giving notice
<br />under this paragraph. lf this Agreement is so terminated, the parties shall be liable only
<br />INTERLOCAL COOPERATIVE AGREEMENT BETWEEN BENTON COUNTY AND
<br />KITTITAS COUNry FOR LABOR, EQUIPMENT, MATERIALS, AND/OR GENERAL SERVICES Page 4 of 6
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