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CounW shall not be obligated to pay for servlces that have not been performed or dellverables that have
<br />not been provlded.
<br />9. lndemnlficatlon
<br />9.1 To the fullest extent permitted by law. Contractor agrees to lndemnlfo, defend and hold
<br />the County and its departments, elected and appolnted officlals, employees, agents and volunteers,
<br />harmless from and against any and all claims, damages, losses and expenses, includlng but not lirnlted to
<br />court costs, attorney's fees and alternative dispute resolution costs, for any personal or bodlly lnJury,
<br />slckness, disease or death, for any damage to or destruction of any property (including the loss of use
<br />resultlng therefrom), and for any other claims, damages, losses, and expenses sustained by the County,
<br />whlch (11 are caused In whole or in part by any act or omlssion, negllgent or otherwlse, of Contractor, its
<br />employees, agents or volunteers, or Contractor's subcontractors, their employees, agents or volunteers;
<br />or (2) are dlrectly or indirectly arislng out of, resultlng frorn, or otherwlse connected wlth the performance
<br />of thls Agreemeng or (31 are based upon Contractols or its subcontractors' use of, presence upon or
<br />proximity to the property of the County. Thls indemnificatlon obllgation of Contractor shall not apply in
<br />the limited circumstance where the clalm, damage, loss or expense is caused bythe sole negligence of the
<br />County. This lndemnlfication obligation of Contractor shall not be limited In any way by the Washlngton
<br />State lndustrlal lnsurance Act, RC1 / Tltle 51, or by appllcation of any other workmen's compensation act,
<br />disability benefit act or other employee beneflt act, and Contractor hereby expressly waives any'immunlty
<br />afforded by such acts. The foregolng lndemnification obllgatlons of Contractor are a materlat
<br />inducement to th€ County to enter lnto this Agreement, are reflected ln Contractotrs compensation,
<br />and have been mutually negotlated by the parties.
<br />9,2 The County reserves the right, but not the obllgation, to participate ln the defense of any
<br />claim for damages, losses or expenses, and such participatlon shall not constltute a waiver of Conffacto/s
<br />lndemnity obllgatlons contained in any sectlon of thls Agreement.
<br />'9.3 ln the event Contractor enters into subcontracts to the extent allowed under thls
<br />Agreement, each such subcontractor shall lndemnify the County on a basis equal to or exceeding
<br />Contractor's indemnity obligatlons to the County.
<br />10. Venue and CholcF.of [aw: ln the event that any lltigation shou]d arise concernlng this
<br />Agreement, the venue for such actlon shall be ln the Superior Court of the State of Washlngton in and for
<br />the Counry of Kittltas. This Agreement shall be governed by the laws of the State of WashinEton.
<br />11. Non-Apwonrlatlon.d Funds: lf the County does not approprlate sufficient funding for this
<br />Agreement for any future fiscal perlod, the County wlll not be obllgated to make payments for services
<br />performed afterthe end of the last fiscal period for which sufficient funding was appropriated. No penalty
<br />or expense shall accrue to the County in the event this provislon applies.
<br />12. Cpntractor Commitments, Warrantles, aFd Reor$€ntatlons; Contractor represents and
<br />warrahts as follows:
<br />Lz.L Conilactor is duly incorporated, validly existing and in good standing under the laws of
<br />the State of Washington, and has all requlslte corporate'power and authorlty to enter into and to perform
<br />its obligations under this fureement.
<br />tz,Z Contractor has the authority to execute this Agreemeni to make the representatlons and
<br />warranties set forth hereln, and to perform its obligations hereunder.
<br />Kittitas county Agreement for Servlces (rev,5lt4l25l
<br />Page 10 of 20
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