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<br />If there is an inconsistency in the terms of this Agreement, or between its terms and any
<br />applicable statute or rule, the inconsistency shall be resolved by giving precedence in the
<br />following order:
<br />(1) Applicable federal statutes and rules;
<br />(2) State of Washington statutes and regulations
<br />(3) Scope of Work; and
<br />(4) Any other provisions of the agreement, including materials incorporated by
<br />reference.
<br />14.0 Assignment. The work to be provided under this Agreement and any claim arising from
<br />this Agreement cannot be assigned or delegated in whole or in part by either party, without the
<br />express prior written consent of the other party. Neither party shall unreasonably withhold
<br />consent.
<br />15.0 Waiver. A party that fails to exercise its rights under this agreement is not precluded
<br />from subsequently exercising its rights. A party's rights may only be waived through a written
<br />amendment to this agreement.
<br />16.0 Harassment. Per RCW 43.01.135, Sexual harassment in the workplace, Agency
<br />Contractors hereby have access to DNR Policy POO1-007 Harassment Prevention:
<br />htt s://w,ww.dnr.eventinn. df
<br />17.0 Severability. The provisions of this agreement are severable. If any provision of this
<br />Agreement or any provision of any document incorporated by reference should be held invalid,
<br />the other provisions of this Agreement without the invalid provision remain valid.
<br />18.0 Responsibilities of the Parties/Indemnification. To the fullest extent permitted by law,
<br />Kittitas County Public Health Department shall indemnify, defend (with counsel acceptable to
<br />DNR), and hold harmless DNR, its officials, agents, and employees, from and against all claims
<br />arising out of or resulting from the performance of the Agreement. "Claim" as used in this
<br />Agreement means any financial loss, claim, suit, action, damage, or expense, including but not
<br />limited to attorneys' fees, attributable for bodily injury, sickness, disease or death, or injury to or
<br />destruction of tangible property including loss of use resulting therefrom. Kittitas County Public
<br />Health Department's obligation to indemnify, defend, and hold harmless includes any claim by
<br />Kittitas County Public Health Department's employees, representatives, any subcontractor or its
<br />employees, or any third party.
<br />However, Kittitas County Public Health Department shall not indemnify, defend, or hold
<br />harmless DNR, its officials, agents, and employees for claims caused by or resulting from the
<br />sole negligence of DNR, its officials, agents, and employees and in the event of concurrent
<br />negligence by (1) Kittitas County Public Health Department, its agents, employees,
<br />representatives, any subcontractor or its employees, or any third party and (2) DNR, its off cials,
<br />agents, and employees, then Kittitas County Public Health Department's obligation to indemnify,
<br />defend, and hold harmless DNR, its officials, agents, and employees shall be valid and
<br />enforceable only to the extent of Kittitas County Public Health Department, its agents,
<br />employees, representatives, any subcontractor or its employees, or any third party's share of any
<br />concurrent negligence.
<br />Agreement No. 93-109538 Page of 11
<br />Form update date: 22.06.15
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