Laserfiche WebLink
14. Termination for Public Convenience: <br />The County may terminate the Agreement in whole or in part whenever the County <br />determines, in its sole discret on that such termination is in the best interests of the County. <br />Whenever the Agreement is terminated in accordance with this paragraph, the Contractor <br />shall be entitled to payment fo- actual work performed at unit contract prices for completed <br />items of work. In the event o- sucl termination, an equitable adjustment shall be made in <br />the compensation payable to Contractor. <br />An equitable adjustment in tl a contract price for partially completed items of work will be <br />made, but such adjustment shall no- include provision for loss of anticipated profit on deleted <br />or uncompleted work. Termination of this Agreement by the County at any time during the <br />term, whether for default or convenience, shall not constitute a breach of contract by the <br />County. <br />15. Termination Due to Change in Funding. If the funds upon which the County relied to <br />establish any Program Agreement are withdrawn, reduced or limited, or if additional or <br />modified conditions are placed on such funding, the County may terminate this Agreement <br />by providing at least fifteen (15) calendar days written notice to the County. The termination <br />shall be effective on the date specif ed in the notice of termination. <br />16. Defense & Indemnity Agreement <br />The Contractor agrees to and shall defend, indemnify and hold harmless the County, its <br />Additional Insured's, appointed and elective officers, agents and employees, from and <br />against all loss or expense, ircluding but not limited to judgments, settlements, attorney's <br />fees and costs by reason of ark and all claims and demands upon the County, its Additional <br />Insured's, its elected or appoin-ed cfficials, agents, or employees for damages because of <br />personal or bodily injury, inclu.ing death at any time resulting therefrom, sustained by any <br />person or persons and on account of damage to property including loss of use thereof, <br />whether such injury to persons or damage to property is due to the negligence of the <br />Contractor, its sub -Contractors, its elected officers, employees or their agents, except only <br />such injury or damage as shall have been occasioned by the sole negligence of the County, <br />its Additional Insured's, appointed or elected officials, agents, or employees. It is further <br />provided that no liability shall a-tach to the County by reason of entering into this contract, <br />except as expressly provided herein_ <br />17. Industrial Insurance Waiver: <br />With respect to the performance of t-iis Agreement and as to claims against the County, its <br />Additional Insured's, officers, agents and employees, the Contractor expressly waives its <br />immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, <br />for injuries to its employees and agrees that the obligations to indemnify, defend and hold <br />harmless provided in this agreement extend to any claim brought by or on behalf of any <br />employee of the Contractor. This waiver is mutually negotiated by the parties to this <br />Agreement. <br />Professional Services Agreement <br />Page 8 <br />