SHJ26-008 VALLEY HEALTH SERVICE AGREEMENT - PARTIALLY EXECUTED

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parties acknowledge that this limited waiver was mutually negotiated. Except for the parties' indemnification obligations for third -party claims under this Section 9, neither party will be liable to the other for consequential, special, incidental, exemplary, or punitive damages arising out of or relating to this Agreement. 9.2 The County reserves the right, but not the obligation, to participate in the defense of any claim for damages, losses or expenses, and such participation shall not constitute a waiver of Contractor's indemnity obligations contained in any section of this Agreement. 9.3 In the event Contractor enters into subcontracts to the extent allowed under this Agreement, each such subcontractor shall indemnify the County on a basis equal to or exceeding Contractor's indemnity obligations to the County. 10. Venue and Choice of Law: In the event that any litigation should arise concerning this Agreement, the venue forsuch action shall be in the Superior Court of the State of Washington in and forthe Countyof Kittitas. This Agreement shall be governed by the laws of the State of Washington. 11. Non-AppropriationofFunds: If the County does not appropriate sufficient funding for this Agreement for any future fiscal period, the County will not be obligated to make payments for services performed after the end of the last fiscal period for which sufficient funding was appropriated. The County will provide Contractor prompt written notice upon learning that sufficient funding will not be appropriated, and Contractor's obligation to perform ends on the date funding ends. No penalty or expense shall accrue to the County in the event this provision applies, provided the County pays for conforming services performed through that date. 12. Contractor Commitments. Warranties. and Representations: Contractor represents and warrants as follows: 12.1 Contractor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Washington, and has all requisite company power and authority to enter into and to perform its obligations under this Agreement. 12.2 Contractor has the authority to execute this Agreement, to make the representations and warranties set forth herein, and to perform its obligations hereunder. 12.3 This Agreement has been validly executed by an authorized representative of Contractor and constitutes a valid and legally binding and enforceable obligation of Contractor. 12.4 Contractor holds, or will obtain prior to commencing work under this Agreement, such licenses, permits and other authorizations from federal, state and local governmental authorities, or from any applicable industrial or professional certification or licensing bodies, as are necessary for the lawful performance of its obligations under this Agreement, and will maintain such throughout the term of this Agreement. 12.5 Contractor is not in violation of any applicable law, ordinance or regulation the consequence of which will or may materially affect Contractor's ability to perform its obligations under this Agreement. Contractor is not subject to any order or judgment of any court, tribunal or governmental agency which materially and adversely affects its operations or assets in the State of Washington, or its ability to perform its obligations under this Agreement. 12.6 Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal or State department or agency. Kittitas County Agreement for Services (rev. 5/14/25) Page 13 of 23