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8. Hold Hannless and Indemnification. Each Party shall hold harmless and indemniff the other Party and its directors, officers, onployees, agents and representatives against any and all loss, liability, damage, or expense, including any direct, indirect or consequential loss, liability, damage, or expense, but not including attorney's fees unless awarded by a co'rt of competent jurisdictioq for injury or death to persons, including employees of either party, and damage to property, including property of either Part$ arising out of or in connection with intentional, willful, wanton, reckless or negligent conduct. However, neitherparty shall be indemnified hereunder for any loss, liability, damage or expe,nse resulting from its sole negligence or willful misconduct. The waivers in this section have been mutually negofiated by the parties and this entire section shall swvive the expiration or termination of thisAgreement. 9. Warranty. Except as expressly stated herein, there are no express or implied warranties respecting this Agreement or the sernices provided. 10. AssiSnment. This Agreement cannot be assigned, transferred or any portion subconfracted by either party hereto without the prior written consent of the other party, which consent shall not be reasonably witlrheld. I 1. Adminisfration ofAgreement. There shall be no separate legal entity created by the Agreerrent. 12. Property. The terms of this Agreement do not conternplate the acquisition of any real or personal property. Unless otherwise specifically agreed by the parties in writing all property, personal and real, utilized by the parties hereto in the execution of this Agreement shall re,main the property of that party initially owning it. 13. ComDliance with Laws. Each party hereto, in its performance of this Agreemen! agrees to comply with all applicable local, state and Federal laws and ordinances. 14. Relationshin of the Parties. No ageart, employee or representative of the County shall be deemed to be an agent, employee or representative of Mr. Jansen for any pu{pose, Mr. Jansen and his agents, employees, and representatives are not entitled to any of the benefits that Kittitas Countyprovides to County employees. No agent, employee or representative of Mr. Jansen shall be deemed to be an agent, e,rnployee or represe,ntative of Kittitas County fo. any pu{pose. 15. Disputes. In the event that a dispute arises under this Agreement, it shall be determined by a majority vote of a three-msmber Dispute Resolution Board comprised of one representative Cost-Share Agreement Page 3 of6