Grants & Contract Agreement (4) - Laserfiche WebLink

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15. Defense & lndemnitv Aqreement: The Contractor agrees to and snatl defend, indemnify and hold harmless the County, its Additional lnsured's, appointed and elJctive officers, agents and employees, from and against all loss or expense, including but not timiteO to judgments, settlements,Lttorney's fees and costs by reason of any and all claims and demands upon the County, lts Additional lnsured's, its elected or appointed officials, agents, or employees for damages because of p"rronrl or bodily injury, including death at any time resulting therefrom, sustained by any person or persons and on account oi damage to property including loss of use thereof, whether such injury to persons or damage to property is due to thL negligence of the Contractor, its sub-Contractors, its elected officers, employe6s or iheir agents, except onty iucrr injury or damage as shall have been occasioned by the sole negligence of the CoJnty, its Additionaj lnsuredb, appointed or elected officials, agents, or employees. lt is furt-hjr provided that no iiaOitity shall attach to the County by reason of entering into this contract, except as expressly provided herein. 16. lndustrial lnsurance Waiver: With@ofthisAgreementandastoclaimsagainsttheCounty,itsAdditionallnsured's, officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of \tVashington, the lndustrial lnsurance Act, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this agreement extend to any claim brought by or on behalf of any empioyee of the Contractor. This waiver is mutually negotiated by the parties to this Agreement. 17. Venue and Choice of Law: ln the event tfrat any titigation should arise concerning the construction or interpretation of any of the terms of this Agreement, the-venue of such action of litigation shall be in the Superior Court of the State of Washington in andfor the County of Kittitas. This Agreement shall be governed by the law of the State of Washington. 18. Withholdinq Pavment: tntnffirhasfailedtoperformanyobligationtobeperformedbytheContractorunderthis Agreement within the time set forth in this Agreement, then the County may, upon written notice, withhold all mlnies due and payable to Contractor, without penalty, until such failure to perform is cured or otherwise adjudicated. 19. Future Non-Allocation of Funds: lf sufficient funds are not "ppropriated or allocated for payment under this Agreement for any future fiscal period, the County will not be obligated to make payments for services or amounts incurred after the end of the current fiscal perioO. No penalty or expense shall accrue to the County in the event this provision applies. 20. Contractor Commitments, Warranties and Representations' The Contractor represents and warrants to the County as follows: 20.1 The Contractor is duly incorporated, validly existing and in good standing under the laws of the State of Washingion, and has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement' 20.2 The Contractor has the authority to execute this Agreement, to make the representations and warranties set forth in it and to perform the obligations of the Contractor under this Agreement in accordance with its terms. 20.3 This Agreement has been validly executed by an authorized representative of the Contractor and constitutes a valid and legally binding and enforceable obligation of Contractor.