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PERSONAL SERVICES AGREEMENT <br />lf 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 <br />of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. <br />74.Termination for P blic Conveni The County may terminate the Agreement in whole or in part <br />whenever the County determines, in its sole discretion that such termination is in the best interests of <br />the County. Whenever the Agreement is terminated in accordance with this paragraph, the Contractor <br />shall be entitled to payment for actual work performed at unit contract prices for completed items of <br />work. ln the event of such termination, an equitable adjustment shall be made in the compensation <br />payable to Contractor. <br />An equitable adjustment in the contract price for partially completed items of work will be made, but <br />such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted <br />work. 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 />L5. Defense & lndemn The Contractor agrees to and shall defend, indemnify and hold <br />harmless the County, its Additional lnsured's, appointed and elective officers, agents and employees, <br />from and against all loss or expense, including but not limited to judgments, settlements, attorney's fees <br />and costs by reason of any and all claims and demands upon the County, its Additional lnsured's, its <br />elected or appointed officials, agents, or employees for damages because of personal or bodily injury, <br />including death at any time resulting therefrom, sustained by any person or persons and on account of <br />damage to property including loss of use thereof, when such injury to persons or damage to property is <br />due to the negligence of the Contractor, its sub-Contractors, its elected officers, employees or their <br />agents, except only such injury or damage as shall have been occasioned bythe sole negligence of the <br />County, its Additional lnsured's, appointed or elected officials, agents, or employees. lt is further <br />provided that no liability shall attach to the County by reason of entering into this contract, except as <br />expressly provided herein. <br />L6.lndustrial lnsurance Waiver: With respect to the performance of this Agreement and as to claims against <br />the County, its Additional lnsured's, officers, agents and employees, the Contractor expressly waives its <br />immunity under Title 51 of the Revised Code of Washington, the lndustrial lnsurance Act, for injuries to <br />its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this <br />agreement extend to any claim brought by or on behalf of any employee of the Contractor. This waiver <br />is mutually negotiated by the parties to this Agreement. <br />L7 Venue and Choice of Law: ln the event that any litigation should arise concerning the construction or <br />interpretation of any of the terms of this Agreement, the venue of such action of litigation shall be in the <br />Superior Court of the State of Washington in and for the County of Kittitas. This Agreement shall be <br />governed by the law of the State of Washington. <br />Withholdins Pavment: ln the event the Contractor has failed to perform any obligation to be performed <br />by the Contractor under this Agreement within the time set forth in this Agreement, then the County <br />18 <br />Page 8 of 18