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and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney's fees and alternative dispute resolution costs, for any personal or bodily injury, sickness, disease or death, for any damage to or destruction of any property {including the loss of use resulting therefrom}, and for any other claims, damages, losses, and expenses sustained by the County, which {1) are caused in whole or in part by any act or omission, negligent or otherwise, of Contractor, its employees, agents or volunteers, or Contractot's subcontractort their employeeg agents or volunteers; or (2) are directly or indirectly arising out of, resulting from, or otherwise connected with the performance of this Agreement; or (3) are based upon Contractotrs or its subcontractors' use of, presence upon or proximity to the property of the County. This indemnification obligation of Contractor shall not apply in the limited circumstance where the claim, damage, loss or expense is caused by the sole negligence of the County. This indemnification obligation of Contractor shall not be limited in any way by the Washington State lndustrial lnsurance Act, RCW Title 51, or by application of any other workmen's compensation act, disability benefit act or other employee benefit act, and Contractor hereby expressly waives any immunity afforded by such acts. The foregoing indemnification obligations of Contractor are a material inducement to the County to enter into this Agreement, are reflected in Confactoy's compensation, and have been mutually negotlated by the parties. 9.2 The County reserves the right, but not the obligation, to participate in the defense of any claim for damages, losses or expenses, and such participation shall not constitute a waiver of Contractor's indemnity obligations contained in any section of this Agreement. 9.3 ln the event Contractor enters into subcontracts to the ertent allowed under this Agreement, each such subcontractor shall indemnify the County on a basis equal to or exceeding Contrasto/s indemnity obligations to the County. 10. Venue and Choice of Law: ln the event that any litigation should arise concerning this Agreement, the venue for such action shall be in the Superior Court of the State of Washington in and forthe County of Kittitas. This Agreement shall be governed by the laws of the State of Washington. 11. Non-AppropriationofFunds: lftheCountydoesnotappropriatesufficientfundingforthisAgreement for any future fiscal period, the County will not be obligated to make payments for services performed after the end of the last fiscal period for which sufficient funding was appropriated. No penalty or expense shall accrue to the County in the event this provision applies. 12. Contractor Commitnents, Warranties. and Representations: Con$actor represents and warrants as follows: Lz.I Contractor is duly incorporated, validly existing and in good standing under the laws of the State of Washington, and has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement. L2.2 Contractor has the authority to execute this Agreement, to make the representations and warranties set forth herein, and to perform its obligations hereunder. 12.3 This Agreement has been validly executed by an authorized representative of Conffactor and constitutes a valid and legally binding and enforceable obligation of Contractor. L2.4 Contractor holdq or will obtain prior to commencing work under this Agreement, such licenses, permits and other authorizations from federal, state and local governmental authorities, or from any applicable industrial or professional certification or licensing bodies, as are necessary for the lawful performance of its obligations under this Agreemen! and will maintain such throughout the term of this Agreement. Kittitas County Agreement for Services (rw.5/L4/25| Page 8 of 17