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Kittitas County Agreement for Services (rev. 9/19/25)
<br />Page 9 of 19
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<br /> 8. Termination
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<br /> 8.1 This Agreement may be terminated at any time by mutual written agreement of the parties.
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<br /> 8.2 The County, by giving written notice, may terminate this Agreement at any time without cause
<br />and without further obligation to Contractor except for payment due for deliverables provided and/or services
<br />performed prior to the effective date of termination. An equitable adjustment in the contracted price for partially
<br />completed tasks will be made by the County, but such adjustment shall not include compensation for loss of
<br />anticipated profit on uncompleted work.
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<br /> 8.3 If Contractor defaults by failing to perform any of its obligations under this Agreement, or
<br />becomes insolvent, is declared bankrupt or commits any act of bankruptcy or insolvency, or makes an assignment
<br />for the benefit of creditors, the County may, by written notice to Contractor, terminate the Agreement, and at
<br />the County's option, obtain performance of the work elsewhere. If the Agreement is terminated under this
<br />paragraph, Contractor shall not be entitled to receive any further payments under this Agreement until all of its
<br />obligations hereunder have been fully performed, and any extra cost or damage to the County shall be deducted
<br />from any money due or coming due to Contractor. Furthermore, in the event of termination under this paragraph,
<br />Contractor shall bear the costs of any extra expenses incurred by the County in completing the work, and all
<br />damages sustained, or which may be sustained, by the County.
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<br /> 8.4 Termination of this Agreement by any means provided herein shall not excuse any party’s
<br />performance of its obligations hereunder through the effective date of termination, except that the County shall
<br />not be obligated to pay for services that have not been performed or deliverables that have not been provided.
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<br /> 8.5 If the termination results from acts or omissions of Contractor, including but not limited to
<br />misappropriation of funds provided hereunder, nonperformance of required services, and/or fiscal
<br />mismanagement, Contractor shall return to the County immediately any funds, misappropriated or unexpended,
<br />which have been paid to the Contractor by the County, together with applicable interest calculated at the rate of
<br />twelve percent (12%) per annum.
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<br /> 9. Indemnification
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<br />9.1 To the fullest extent permitted by law, Contractor agrees to indemnify, defend and hold the
<br />County and its departments, elected and appointed officials, employees, agents and volunteers, harmless from
<br />and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney's
<br />fees and alternative dispute resolution costs, for any personal or bodily injury, sickness, disease or death, for any
<br />damage to or destruction of any property (including the loss of use resulting therefrom), and for any other claims,
<br />damages, losses, and expenses sustained by the County, which (1) are caused in whole or in part by any act or
<br />omission, negligent or otherwise, of Contractor, its employees, agents or volunteers, or Contractor’s
<br />subcontractors, their employees, agents or volunteers; or (2) are directly or indirectly arising out of, resulting
<br />from, or otherwise connected with the performance of this Agreement; or (3) are based upon Contractor’s or its
<br />subcontractors’ use of, presence upon or proximity to the property of the County. This indemnification obligation
<br />of Contractor shall not apply in the limited circumstance where the claim, damage, loss or expense is ca used by
<br />the sole negligence of the County. This indemnification obligation of Contractor shall not be limited in any way by
<br />the Washington State Industrial Insurance Act, RCW Title 51, or by application of any other workmen's
<br />compensation act, disability benefit act or other employee benefit act, and Contractor hereby expressly waives
<br />any immunity afforded by such acts. The foregoing indemnification obligations of Contractor are a material
<br />inducement to the County to enter into this Agreement, are reflected in Contractor’s compensation, and have
<br />been mutually negotiated by the parties.
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