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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
<br />claims, damages, losses, and expenses sustained by the County, which (1) are caused in whole or in part by
<br />any negligent act or omission, 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; This indemnification obligation of
<br />Contractor shall not apply in the limited circumstance where the claim, damage, loss or expense is caused by the
<br />sole negligence of the County. This indemnification obligation of Contractor shall not be limited in any way by
<br />the Washington State Industrial Insurance 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. Notwithstanding the foregoing, Sub-consultant does not waive
<br />immunity under RCW 51.24.035.
<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 />10. 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 Court of the State of Washington in and for the County of
<br />Kittitas. This Agreement shall be governed by the laws of the State of Washington.
<br />11. Non-Appropriation of Funds: If the County does not appropriate sufficient funding for this
<br />Agreement for any future fiscal period, the County will not be obligated to make payments for services
<br />performed after the end of the last fiscal period for which sufficient funding was appropriated. No penalty or
<br />expense shall accrue to the County in the event this provision applies.
<br />12.Contractor Commitments, Warranties, and Representations: Contractor represents and warrants as
<br />follows:
<br />12.1 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 />12.2 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 />12.3 This Agreement has been validly executed by an authorized representative of Contractor and
<br />constitutes a valid and legally binding and enforceable obligation of Contractor.
<br />12.4 Contractor holds, or will obtain prior to commencing work under this Agreement, such licenses,
<br />permits and other authorizations from federal, state and local governmental authorities, or from any applicable
<br />industrial or professional certification or licensing bodies, as are necessary for the lawful performance of its
<br />obligations under this Agreement, and will maintain such throughout the term of this Agreement.
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