2020 CWCMH Inmate Mental Healthcare_DRM_08072020

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G) Not to recruit for employment nor initiate contracts with employees of the other party during the period of this contract. H) Specific services may be cancelled or rescheduled for good cause by either party without incurring any cost under this agreement. "Good cause' includes security or safety concerns, including unforeseen staffing shortages, that may impact the safe operations of the KCCC in the judgement of the authorized KCCC personnel. VI. Hold Harmless and Indemnification: CWCMH agrees to hold harmless, indemnify and defend Kittitas County, its officers, agents and employees, from and against any and all claims, losses, or liability, for injuries, sickness or death of persons, or damage to property, arising out of any willful misconduct or negligent act, error, or omission of CWCMH, its officers, agents, or employees, in connection with the services required by the Agreement, provided, however, that: (1) CWCMH's obligations to indemnify, defend and hold harmless shall not extend to injuries, sickness, death or damage caused by or resulting from the sole willful misconduct or negligence of Kittitas County, its officers, agents or employees or sub -consultants; and (2) CWCMH's obligations to indemnify, defend and hold harmless for injuries, sickness, death or damage caused by or resulting from the concurrent negligence or willful misconduct of CWCMH and Kittitas County or of CWCMH and a third party other than an officer, agent or employee of CWCMH, shall apply only to the extent of the negligence or willful misconduct of CWCMH. (3) The parties agree to cooperate to the greatest extent possible in the defense of any and all claims that may implicate this Section. VII. Interpetation: This Agreement has been submitted to the scrutiny of all parties and their counsel, if desired, and it shall be given a fair and reasonable interpretation in accordance with its words, without consideration or weight given to its being drafted by any party or its counsel. All words used in the singular shall include the plural; the present tense shall include the future tense; and the masculine gender shall include the feminine gender. VIII. Entire Agreement: This Agreement represents the entire integrated Agreement between Kittitas County and CWCMH and supersedes all prior negotiations, representations or agreements, either written or oral. 2