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UI INDEMMTY. The Parties each agree to be responsible and assume liability for their own wrongful and/or negligent acts or omissions, or those of their officers, agents or employees to the fullest extent required by law, and further agree to save, indemniff, defend and hold the other party harmless from any such liability. In the case of negligence of more than one Party, any damages allowed shall be allocated in proportion to the percentage of negligence attributable to each Party. DURATION OF AGREEMENT & TERMINATION. This Agreement shall be in full force and effective upon the effective date written above, and shall remain in effect until terminated. Either Party may terminate this Agreement for any reason by providing the other Party at least thirty (30) days' written notice of the termination. TV ADMENDMENT. The Agreement may be amended at any time by mutual consent of the Parties, made in writing and approved and executed by the duly authorized agents of each of the Parties. RATIFICATION. Acts taken in conformity with this Agreement prior to its execution are hereby ratified and affirmed. VII. GOVERNING LAW AND VENUE. This Agreement shall be governed by the laws of the State of Washington, and venue for any lawsuit arising out of this Agreement shall be in the Kittitas County Superior Court. 1111|. INTEGRATION. This Agreement contains the entire agteement of the parties concerning the subject thereof, inctuding all oral understandings or agreements, and there are no collateral understandings or agreements or representations or warranties not expressly included herein. IX.FILING. Copies of this Agreement shall be filed with the Kittitas County Auditor, or alternatively, listed by subject on each or either Party's web site or other electronically reliable public source pursuant to RCW 39.34.040. V. VI. Interlocal Agreement for Fish Diversion Screen - Page 2 of 3