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9. lndemnification
<br />g.t 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 caused 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 lndustrial lnsurance 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.
<br />9.2 The County reserves the right, but not the obligation, to participate in the defense of any claim
<br />for damages, losses or expenses, and such participation shall not constitute a waiver of Contractor's indemnity
<br />obligations contained in any section of this Agreement'
<br />g.3 ln the event Contractor enters into subcontracts to the extent allowed under this Agreement,
<br />each such subcontractor shall indemnify the County on a basis equal to or exceeding Contractor's indemnity
<br />obligations to the CountY.
<br />10. Venue and Choice of Law: ln the event that any litigation should arise concerning this Agreement,
<br />the venue for such action shall be in the Superior Court of the State of Washington in and for the County of Kittitas'
<br />This Agreement shall be governed by the laws of the state of washington'
<br />11. Non-Aoprooriation of Funds: lf the County does not appropriate sufficient funding for this Agreement
<br />for any future fiscal period, the County will not be obligated to make payments for services performed after the
<br />end of the last fiscal period for which sufficient funding was appropriated. No penalty or expense shall accrue to
<br />the County in the event this provision applies'
<br />12. Contractor commitments. warranties. and Representations: contractor represents and warrants as
<br />follows:
<br />72.1 Contractor is duly incorporated, validly existing and in good standing under the laws of the State
<br />of Washington, and has all requisite corporate power and authority to enter into and to perform its obligations
<br />under this Agreement.
<br />I2.2 Contractor has the authority to execute this Agreement, to make the representations and
<br />warranties set forth herein, and to perform its obligations hereunder.
<br />Kittitas County Agreement for Services (rev.5/14/25\
<br />Page 9 of 13
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