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and agalnst any and allclalms, damages, losses and expenses, includlng but not limited to court costs, attorney's
<br />fees and alternative dispute resolution costs, for any personal or bodlly lniury, slckness, disease or death, for any
<br />damage to or destrustlon of any property (includfng the loss of use resulting therefrom), and for any other claimq
<br />damaBes, losses, and expenses sustained by the County, whlch {1} are caused ln whole or ln part by any act or
<br />omlsslon, negligent or otherwlse, of Contractor, lts employees, agents or volunteers, or Contractor's
<br />subcontractorg their employees, agents or volunteers; or (2) are dlrealy or lndlrectly arising out of, resulting
<br />from, or othenrrise connected wlth the performance of thls AgreemenU or (3) are based upon Contracto/s or lts
<br />subcontractors' use of, presence upon or pruximlty to the property of the County. Thls tndemnlftcatlon obllgailon
<br />of Contractor shall not apply ln the limlted ctrcumstance where the claim, damage, loss or expense ls caused by
<br />the sole negligence of the County. Thls indemnlflcation obligation of Contractorshall not be llmited ln any way by
<br />the Washlngton State lndustrial lnsuranc€ Act, RcW Title 51, or by appllcatlon of any other workmen,s
<br />compensation ac[ dlsablllf benefit act or other employee benefit act, and Contractor hereby expressly walves
<br />any lmmunlty afforded by such acts. The frorugolng lndemnlflcatlon obllgatlons of Contractor arc a materlal
<br />lnducement to the County to entff into thb Agreement, are reflected in Contracto/s compersadon, and have
<br />been mutually negotlaEd bythe parties.
<br />9.2 The County neserves the right, but not the obllgation, to partlclpate ln the defense of any claim
<br />for damages, losses or expenses, and such particlpation shall not constltute a waiver of Contractor,s lndemnity
<br />obllgatlons contalned ln any section of thls Agreement.
<br />9.3 In the event Contractor enters into subcontracts to the extent allowed under thls Agrcement,
<br />each such subcontractor shall lndemnifo the County on a basls equal to or exceeding Contractor's indemnlty
<br />obllgatlons to the County.
<br />10. Vsnue and Gholce of lau{: ln the event that any litigatlon should arlse concernlng thls Agreement,
<br />the venue forsuch action shall be in the SuperlorCourt of the State of Washlngton in and forthe County of Klttltas.
<br />Thls Agreement shall be Boverned by the laws of thdstate of Washlngton.
<br />11, Non-Annroorlatlon,ofR[ds: lftheCountydoesnotapproprlatesufflcientfundingbrthisAgreement
<br />for any future flscal perlod, the County will not be obligated to make payments for services performed after the
<br />end of the last fiscal perlod for whlch sufflclent fundlng was approprlated. No penalty or expense shall accrue to
<br />the County in the event this provlslon applies.
<br />1.2. Contractor Commltments, Warrantles, and Reore, ssntationq: Contractor represents and warrants as
<br />follows:
<br />IZ.L Contractor is duly lncorponted, validly exlstlng and ln good standlng under the laws of the State
<br />of Washin8ton, and has all requlslte corporate powor and authority to enter into and to perform lts obllgatlons
<br />under this Agreement.
<br />12,2 Contractor has the authorlty to execute this Agreement, to make the representatlons and
<br />warranties set forth herein, and to perform its obllgations hereunder.
<br />L2.3 This Agreement has been validly executed by an authorized representatlve of Contractor and
<br />constitutes a valld and legally bindlng and enforc€able obllgation of Contractor.
<br />t2,4 Contractor holds, or wlll obtain prior to commenclng work under thls Agreement, such llcenses,
<br />permits and other authorizations from federal, state and local governmentalauthorities, or from any appllcable
<br />industrlal or professional certlflcation or llcenslng bodles, as are necessary for the lawful performance of hs
<br />obllgatlons under thls Agreement, and will malntain such throughout the term of thls Agreement,
<br />Agreement between Kittitas County Jall and Rosauers Supermarkets, Inc./Super 1 Pharmacy for prescriptlon servlces.
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