|
8.3 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 makes an assignment
<br />for the benefit of creditors, the County may, by written notice to Contractor, terminate the Agreement, and at
<br />the County's option, obtain performance of the work elsewhere. if the Agreement
<br />gre m ntthiisg is reemterminated troder ❑this
<br />tis
<br />paragraph, Contractor shall not be entitled to receive any further pay
<br />ments obligations hereunder have been fully performed, and any extra cost or damage to the County shaii be deducted
<br />from any money due or coming due to Contractor.Furthermore,
<br />nru0 eclin the by thevent of CountyEn clnation Linder ompleting thehworlc,is aandp II
<br />Contractor shall bear the costs of any extra expense
<br />damages sustained, or which may be sustained, by the County.
<br />g.4 Termination of this Agreement by any means provided herein shall not excuse any party's
<br />performance of its obligations hereunder through the effective date of termination, except that the Coy shall
<br />not be obligated to pay for services that have not been performed or deliverables that have not been provide.
<br />9. Indemnification
<br />9.1 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 o be limited In any way by any other workmen s
<br />the Washington State Industrial Insurance Act, RCW Title 51, or by application
<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 Contractors 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 />9.3 In 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 />1o. Venue and Choice of Law: In the event that any litigation should arise concerning this Agreement,
<br />the venue for such action shall be in the Superior e laws of the Court State of State
<br />Washington. f Washington in and forthe County of Kittitas.
<br />This Agreement shall be governed by t
<br />Ikon -A r❑ riation of l unds� If the County does not appropriate sufficient funding for this Agreement
<br />11.
<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 />Kittitas County Agreement for Services (rev. 5/14/25)
<br />Page 12 of 24
<br />
|