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for the benefit of creditors, the County may, by written notice to contractor' terminate the Agreement' and at the county's option, obtain performance of the work elsewhere' lf the Agreement is terminated under this paragraph, contractor shail not be entitred to receive any further payments under this Agreement until all of its obrigations hereunder have been fury performed, and any extra cost or damage to the county shall be deducted from any money due or coming due to contractor. Furthermore, in the event of termination under this paragr:aph, contractor shall bear the costs of any extra expenses incurred by the county in completing the work' and all damages sustained, or which may be sustained' by the County' S.4TerminationofthisAgreementbyanymeansprovidedhereinshallnotexcuseanyparty,s performance of its obrigations hereunder through the effective date of termination, except that the county shall not be obrigated to pay for services that have not b"un performed or deriverabres that have not been provided' 9. lndemnification gJ To the fullest extent permitted by law, contractor agrees 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, inciuOing 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 (incruding the ross of use resurting therefrom), and for any other claims' damages, losses, and expenses sustained by the c-ounty, 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 Contractor's subcontractors, their emproyees, agents or vorunteers; or (2) are directry or indirectry arising out of, resulting from, or otherwise connected with the performance of this Agreement; or (3) are based upon contractor's or its subcontractors, use of, presence upon or proximity to the property of the county. This indemnification obligation of contractor shat not appry in the rimited circumstance where the craim, 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 5l-' 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 obrigations of contractor are a material inducement to the county to enter into this Agreement, are refrected in contractor's compensation, and have been mutually negotiated by the parties' g.2 The County reserves the right, but not the obligation' to participate in the defense of any claim for damages, losses or expenses, and sucrr"participation shall not constitute a waiver of contractor's indemnity obligations contained in any section of this Agreement' g.3 ln the event contractor enters into subcontracts to the extent allowed under this Agreement' each such subcontractor shall indemnify the county on a basis equal to or exceeding contractor'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 for the county of Kittitas' This Agreement shall be governed by the laws of the state of washington' 11. Non-Appropriationof Funds: lfthecountydoesnotappropriatesufficientfundingforthisAgreement for any future fir."l p-"riodJhe 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' Kittitas County Agreement for Services (rev' 5iM/25) Page 11 of 23