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<br />Professional Services Agreement <br />Page 6 <br />If a notice of termination for default has been issued and it is later determined for any reason that the <br />Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of <br />termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. <br /> <br />14. Termination for Public Convenience: <br />The County may terminate the Agreement in whole or in part whenever the County determines, in its sole <br />discretion that such termination is in the best interests of the County. Whenever the Agreement is terminated <br />in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed at <br />unit contract prices for completed items of work. In the event of such termination, an equitable adjustment <br />shall be made in the compensation payable to Contractor. <br /> <br />An equitable adjustment in the contract price for partially completed items of work will be made, but such <br />adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. <br />Termination of this Agreement by the County at any time during the term, whether for default or <br />convenience, shall not constitute a breach of contract by the County. <br /> <br />15. Defense & Indemnity Agreement: <br />The Contractor agrees to and shall defend, indemnify and hold harmless the County, its Additional Insured’s, <br />appointed and elective officers, agents and employees, from and against all loss or expense, including but not <br />limited to judgments, settlements, attorney's fees and costs by reason of any and all claims and demands upon <br />the County, its Additional Insured’s, its elected or appointed officials, agents, or employees for damages <br />because of personal or bodily injury, including death at any time resulting therefrom, sustained by any person <br />or persons and on account of damage to property including loss of use thereof, whether such injury to persons <br />or damage to property is due to the negligence of the Contractor, its sub-Contractors, its elected officers, <br />employees or their agents, except only such injury or damage as shall have been occasioned by the sole <br />negligence of the County, its Additional Insured’s, appointed or elected officials, agents, or employees. It is <br />further provided that no liability shall attach to the County by reason of entering into this contract, except as <br />expressly provided herein. <br /> <br />16. Industrial Insurance Waiver: <br />With respect to the performance of this Agreement and as to claims against the County, its Additional <br />Insured’s, officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the <br />Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees and agrees that the <br />obligations to indemnify, defend and hold harmless provided in this agreement extend to any claim brought <br />by or on behalf of any employee of the Contractor. This waiver is mutually negotiated by the parties to <br />this Agreement. <br /> <br />17. Venue and Choice of Law: <br />In the event that any litigation should arise concerning the construction or interpretation of any of the terms of <br />this Agreement, the venue of such action of litigation shall be in the Superior Court of the State of <br />Washington in and for the County of Kittitas. This Agreement shall be governed by the law of the State of <br />Washington. <br /> <br />18. Withholding Payment: <br />In the event the Contractor has failed to perform any obligation to be performed by the Contractor under this <br />Agreement within the time set forth in this Agreement, then the County may, upon written notice, withhold <br />all monies due and payable to Contractor, without penalty, until such failure to perform is cured or otherwise <br />adjudicated.