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Kittitas County Agreement for Services (rev. 5/14/25)
<br />Page 9 of 19
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<br />County shall not be obligated to pay for services that have not been performed or deliverables that have
<br />not been provided.
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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
<br />the County and its departments, elected and appointed officials, employees, agents and volunteers,
<br />harmless from and against any and all claims, damages, losses and expenses, including but not limited to
<br />court costs, attorney's fees and alternative dispute resolution costs, for any personal or bodily injury,
<br />sickness, disease or death, for any damage to or destruction of any property (including the loss of use
<br />resulting therefrom), and for any other claims, damages, losses, and expenses sustained by the County,
<br />which (1) are caused in whole or in part by any act or omission, negligent or otherwise, of Contractor, its
<br />employees, agents or volunteers, or Contractor’s subcontractors, their employees, agents or volunteers;
<br />or (2) are directly or indirectly arising out of, resulting from, or otherwise connected with the performance
<br />of this Agreement; or (3) are based upon Contractor’s or its subcontractors’ use of, presence upon or
<br />proximity to the property of the County. This indemnification obligation of Contractor shall not apply in
<br />the limited circumstance where the claim, damage, loss or expense is caused by the sole negligence of the
<br />County. This indemnification obligation of Contractor shall not be limited in any way by the Washington
<br />State Industrial Insurance Act, RCW Title 51, or by application of any other workmen's compensation act,
<br />disability benefit act or other employee benefit act, and Contractor hereby expressly waives any immunity
<br />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,
<br />and have been mutually negotiated by the parties.
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<br />9.2 The County reserves the right, but not the obligation, to participate in the defense of any
<br />claim for damages, losses or expenses, and such participation shall not constitute a waiver of Contractor’s
<br />indemnity obligations contained in any section of this Agreement.
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<br />9.3 In the event Contractor enters into subcontracts to the extent allowed under this
<br />Agreement, each such subcontractor shall indemnify the County on a basis equal to or exceeding
<br />Contractor’s indemnity obligations to the County.
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<br /> 10. Venue and Choice of Law: In the event that any litigation should arise concerning this
<br />Agreement, the venue for such action shall be in the Superior Court of the State of Washington in and for
<br />the County of Kittitas. This Agreement shall be governed by the laws of the State of Washington.
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<br /> 11. Non-Appropriation of Funds: If the County does not appropriate sufficient funding for this
<br />Agreement for any future fiscal period, the County will not be obligated to make payments for services
<br />performed after the end of the last fiscal period for which sufficient funding was appropriated. No penalty
<br />or expense shall accrue to the County in the event this provision applies.
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<br /> 12. Contractor Commitments, Warranties, and Representations: Contractor represents and
<br />warrants as follows:
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<br /> 12.1 Contractor is duly incorporated, validly existing and in good standing under the laws of
<br />the State of Washington, and has all requisite corporate power and authority to enter into and to perform
<br />its obligations under this Agreement.
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<br /> 12.2 Contractor has the authority to execute this Agreement, to make the representations and
<br />warranties set forth herein, and to perform its obligations hereunder.
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