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8.4 Termination of this Agreement by any means provided herein shall not excuse any party's performance of its obligations hereunder through the effective date of termination, except that the County shall not be obligated to pay for services that have not been performed or deliverables that have not been provided. 9. Indemnification 9.1 Each party to this Agreement shall be responsible for its own acts or omissions and for those of its directors or trustees, officers, employees, and agents. Neither party shall be responsible to the other party for the acts or omissions of persons or entities not a party to this Agreement. 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 Notwithstanding anything to the contrary stated herein, in the event Contractor enters into subcontracts to the extent allowed under this Agreement, the Contractor shall include a provision in any such subcontract that the County is not liable for claims or damages arising from a subcontractor's performance of the subcontract. To the fullest extent permitted by law, each such subcontractor will be required to indemnify, defend and hold the County and its departments, elected and appointed officials, employees, agents and volunteers, harmless from 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's subcontractors, their employees, 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 Contractor's subcontractors' use of, presence upon or proximity to the property of the County. This indemnification obligation of Contractor's subcontractors shall not apply in the limited circumstance where the claim, damage, loss or expense is caused by the sole negligence of the County. 10. Venue and Choice of Law: In 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 for the County of Kittitas. This Agreement shall be governed by the laws of the State of Washington. 11. Non-Appropriationof Funds: If the County does not appropriate sufficient funding for this Agreement for any future fiscal period, the County shall inform Contractor promptly and 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 Commitments Warranties and Representations: Contractor represents and warrants as follows: 12.1 Contractor is an agency of the State of Washington, and has all requisite power and authority to enter into and to perform its obligations under this Agreement. 12.2 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 Contractor and constitutes a valid and legally binding and enforceable obligation of Contractor. Kittitas County Agreement for Services (rev. 5/14/25) Page 22 of 32