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LT-2026-025 ELLENSBURG SHAKESPEARE PROJECT
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<br />_______2026 County Lodging Tax Funding Agreement Page 4
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<br />Section 4. Indemnification.
<br />To the fullest extent permitted by law, Contractor agrees to indemnify, defend and hold the County
<br />and their departments, elected and appointed officials, employees, agents and volunteers, harmless
<br />from and against any and all claims, damages, losses and expenses, including but not limited to court
<br />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
<br />use resulting therefrom), and for any other claims, damages, losses, and expenses sustained by the
<br />County, which (1) are caused in whole or in part by any act or omission, negligent or otherwise, of
<br />Contractor, its employees, agents or volunteers, or Contractor’s subcontractors, their employees,
<br />agents or volunteers; or (2) are directly or indirectly arising out of, resulting from, or otherwise
<br />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
<br />indemnification obligation of Contractor shall not apply in the limited circumstance where the claim,
<br />damage, loss or expense is caused by the sole negligence of the County. This indemnification
<br />obligation of Contractor shall not be limited in any way by the Washington State Industrial Insurance
<br />Act, RCW Title 51, or by application of any other workmen's compensation act, disability benefit act
<br />or other employee benefit act, and Contractor hereby expressly waives any immunity afforded by
<br />such acts. The foregoing indemnification obligations of Contractor are a material inducement to
<br />the County to enter into this Agreement, are reflected in Contractor’s compensation, and have
<br />been mutually negotiated by the parties.
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<br />The County reserves the right, but not the obligation, to participate in the defense of any claim for
<br />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 />In the event Contractor enters into subcontracts to the extent allowed under this Agreement, each
<br />such subcontractor shall indemnify the County on a basis equal to or exceeding Contractor’s
<br />indemnity obligations to the County.
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<br />Section 5. Termination.
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<br />a. This Agreement may be terminated at any time by mutual written agreement of the parties.
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<br />b. The County, by giving written notice, may terminate this Agreement at any time without cause
<br />and without further obligation to Contractor except for payment due for deliverables
<br />provided and/or services performed prior to the effective date of termination. An equitable
<br />adjustment in the contracted price for partially completed tasks will be made by the County,
<br />but such adjustment shall not include compensation for loss of anticipated profit on
<br />uncompleted work.
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<br />c. If Contractor defaults by failing to perform any of its obligations under this Agreement, or
<br />becomes insolvent, is declared bankrupt or commits any act of bankruptcy or insolvency, or
<br />makes an assignment for the benefit of creditors, the County may, by written notice to
<br />Contractor, terminate the Agreement, and at the County's option, obtain performance of the
<br />work elsewhere. If the Agreement is terminated under this paragraph, Contractor shall not
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