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E. This Agreement shall terminate without penalty in the event that, in the opinion of the County, AFIS
<br />levy proceeds are, for whatever reason, no longer available for purposes of this Agreement.
<br />F. Upon termination of this Agreement, the Agency shall cooperate in the return of all King County
<br />property to the County. Such a return would be coordinated by the Regional AFIS Manager.
<br />G. As described in Article III.K and L, any changes to Exhibit A or B may be made by the Regional
<br />AFIS Manager. All other amendments to this Agreement must be agreed to in writing by the parties.
<br />VII. INDEMNIFICATION AND LIMITATION OF LIABILITY
<br />A. In no event will the County be liable for loss of data, loss of use, interruption of service,
<br />incompleteness of data and /or for any direct, special, indirect, incidental or consequential damages
<br />arising out of this Agreement or any performance or non - performance under this Agreement.
<br />B. Except where prohibited by law, the Agency shall indemnify, defend and hold harmless the County
<br />and its officers, agents, and employees, or any of them, from any and all claims, actions, suits,
<br />liability, loss, costs, expenses, and damages arising out of or in any way relating to the installation,
<br />maintenance or use of the County's FP Equipment including any claimed violation of any person's
<br />civil rights, except for injuries and damages caused by the negligence or willful misconduct of the
<br />County, its officers, or employees. The foregoing indemnity is specifically and expressly intended to
<br />constitute a waiver of the Agency's immunity under Washington's Industrial Insurance act, RCW
<br />Title 51, as respects the County only, and only to the extent necessary to provide the County with a
<br />full and complete indemnity of claims made by the Agency's employees. The parties acknowledge
<br />that these provisions were specifically negotiated and agreed upon by them. In the event that any suit
<br />based upon such a claim, action, loss, or damage is brought against the County, the Agency shall
<br />defend the same at its sole cost and expense; provided, that, the County retains the right to participate
<br />in said suit at its own expense if any principle of governmental or public law is involved; and if final
<br />judgment be rendered against the County and its officers, agents, and employees, or any of them, or
<br />jointly against the County and the Agency and their respective officers, agents, and employees, or
<br />any of them, the Agency shall satisfy the same.
<br />C. The County assumes no responsibility for the payment of any compensation, fees, wages, benefits or
<br />taxes to or on behalf of the Agency, its employees, contractors or others by reason of this Agreement.
<br />D. The Agency shall protect, indemnify and save harmless the County, its officers, agents and
<br />employees from any and all claims, costs and losses whatsoever occurring or resulting from (1) the
<br />Agency's failure to pay any compensation, wage, fee, benefit or tax, and (2) the supplying to the
<br />Agency of work, services, materials or supplies by Agency employees or agents or other contractors
<br />or suppliers in connection with or in support of performance of this Agreement.
<br />E. The indemnification, protection, defense and save harmless obligations contained herein shall survive
<br />the expiration, abandonment or termination of this Agreement.
<br />VIII. CHOICE OF LAW AND VENUE
<br />This Agreement will be governed by the laws of the State of Washington, both as to interpretation and
<br />performance. Any action at law, suit in equity or other judicial proceeding for the enforcement of this
<br />Agreement may be instituted only in King County Superior Court.
<br />IX. DISPUTES
<br />Page 5 of 10 Revision Date: 02/26/2015
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