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8. Hold Harmless and Indemnification. Each Parry 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 court <br />of competent jurisdiction, for injury or death to persons, including employees of either Party, <br />and damage to property, including property of either Party, arising out of or in connection <br />with intentional, willful, wanton, reckless or negligent conduct. However, neither Party shall <br />be indemnified hereunder for any loss, liability, damage or expense resulting from its sole <br />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 />9. Warranty. Except as expressly stated herein, there are no express or implied warranties <br />respecting this Agreement or the services provided. <br />10. Assi tmn . This Agreement cannot be assigned, transferred or any portion subcontracted <br />by either party hereto without the prior written consent of the other party, which consent shall <br />not be reasonably withheld. <br />11. Administration of Aweement. There shall be no separate legal entity created by the <br />Agreement. <br />12. Prop 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 property, <br />personal and real, utilized by the parties hereto in the execution of this Agreement shall <br />remain the property of that party initially owning it. <br />13. Compliance with Laws. Each party hereto, in its performance of this Agreement, agrees to <br />comply with all applicable local, State and Federal laws and ordinances. <br />14. Relationship of the Parties. No agent, employee or representative of the County shall be <br />deemed to be an agent, employee or representative of Mr. Jansen for any purpose, Mr. Jansen <br />and his agents, employees, and representatives are not entitled to any of the benefits that <br />Kittitas County provides to County employees. No agent, employee or representative of W. <br />Jansen shall be deemed to be an agent, employee or representative of Kittitas County for any <br />purpose. <br />15. Disputes. In the event that a dispute arises under this Agreement, it shall be determined by a <br />majority vote of a three -member Dispute Resolution Board comprised of one representative <br />Cost -Share Agreement Page 3 of 6 <br />