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The County may terminate the Agreement in whote or in part whenever the County
<br />determines, in its sol,e discretion 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 />shau, be entitLed to payment for actuat work performed at unit contract prices for compteted
<br />items of work. ln the event of such termination, an equitabte adjustment shall be made in the
<br />compensation payabte to contractor.
<br />An equitabte adjustment in the contract price for partiatty compteted items of work witt be
<br />made, but such adjustment shatl, not inctude provision for toss of anticipated profit on
<br />de1eted or uncompteted work. Termination of this Agreement by the County at any time
<br />during the term, whether for defautt or convenience, shat[ not constitute a breach of contract
<br />by the CountY.
<br />15. Defense & lndemnityAgreement:
<br />The contractor agrees to and shal,l. defend, indemnify and hotd harml,ess the county, its
<br />Additional.lnsured's, appointed and el,ective officers, agents and emptoyees, from and
<br />against att l,oss or expense, inctuding but not timited to judgments, setttements, attorney's
<br />fees and costs by reason of any and att cl,aims and demands upon the County, its Additional
<br />lnsured's, its el.ected or appointed official.s, agents, or emptoyees for damages because of
<br />personal or bodity injury, inctuding death at any time resutting therefrom, sustained by any
<br />person or persons and on account of damage to property inctuding loss of use thereof,
<br />whether such injury to persons or damage to property is due to the negtigence of the
<br />Contractor, its sub-Contractors, its etected officers, emptoyees or their agents, except onty
<br />such injury or damage as sha1l, have been occasioned by the sol.e negtigence of the County, its
<br />AdditionaL lnsured's, appointed or eLected officiats, agents, or emptoyees. lt is further
<br />provided that no tiabitity shal,l, attach to the county by reason of entering into this contract,
<br />except as expressl.y provided herein.
<br />16. lndustrial lnsurance Waiver:
<br />With respect to the performance of this Agreement and as to ctaims against the County, its
<br />Additional.lnsured's, officers, agents and empl,oyees, the contractor expresstywaives its
<br />immunity underTitl,e 51 of the Revised Code of Washington, the lndustrial lnsurance Act, for
<br />injuries to its empl,oyees and agrees that the obtigations to indemnify, defend and hotd
<br />harmtess provided in this agreement extend to any ctaim brought by or on behal'f of any
<br />emp1oyee of the Contractor. This waiver is mutualty negotiated bythe parties to this
<br />Agreement.
<br />17. Venue and Choice of Law:
<br />ln the event that any titigation shoutd arise concerning the construction or interpretation of
<br />any of the terms of this Agreement, the venue of such action of titigation shatt be in the
<br />Superior Court of the State of Washington in and for the County of Kittitas. This Agreement
<br />shaLl. be governed by the law of the State of Washington.
<br />Kittitas County ProfessionaI Services Agreement
<br />Page 8 of 20
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