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losses and expenses, including but not limited to court costs, attorney's fees and alternative dispute resolution
<br />costt for any personal or bodily injury, sickness, disease or death, for any damage to or destruction of any
<br />property (including the loss of use resulting therefrom), and for any other claims, damages, losses, and expenses
<br />sustained by the County, which (1) are caused in whole or in part by any act or omission, negligent or otherwise,
<br />of Contractor, its employees, agents or volunteers, or Contractor's subcontractors, their employees, agents or
<br />volunteers; or (2) are directly or indirectly arising out of, resulting from, or othenarise connected with the
<br />performance of this Agreement; or (3) are based upon Contractor/s or its subcontractors' use of, presence upon
<br />or proximity to the property of the County. This indemnification obligation of Contractor shall not apply in the
<br />limited circumstance wherethe claim, damage, loss or expense is caused by the sole negligence of the County'
<br />This indemnification obligation of Contractor shall not be limited in any way by the Washington State lndustrial
<br />lnsurance Act RCW Title 51, 6r hy application of any other workmen's compensation act, disability benefit act or
<br />other employee benefit act, and Contractor hereby expressly waives any immunity afforded by such acts' The
<br />foregoing indemnification obligations of Contractor are a material inducement to the County to enter lnto thls
<br />Agreement, are reflected in contractor's compensation, and have been mutually negotiated by the parties.
<br />g.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 ln 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 Contractol's indemnity
<br />obligations to the County.
<br />10, Venue and Choice of taw: ln the event that any litigation should arise concerning this Agreement,
<br />the venue forsrch action shail be in the Superior Court of the State of Washington in and forthe County of Kittitas'
<br />This Agreement shall be governed by the laws of the state of washington.
<br />11. Non-Aooropriation of Funds: lf the County does not appropriate sufficient funding for this Agreement
<br />foranyrut,@illnotbeobligatedtomirkepaymentsforservicesperformedafterthe
<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 />12. Contractor commitments. wananties, an{Beoresentations: contractor represents and warrants as
<br />follows:
<br />t2,t 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 />t2.2 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 />IZ.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 />1;Z.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'
<br />Kittitas County Agreement for Services (rev. 5lLal25l
<br />Page 18 of 28
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