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The County may terminate the Agreement in whoLe 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 />sha1, be entitl,ed to payment for actuat work pedormed at unit contract prices for compteted
<br />items of work. ln the event of such termination, an equitabte adjustment shatt be made in the
<br />compensation payabte to Contractor.
<br />An equitabte adjustment in the contract price for partiatl.y compteted items of work wiLl' be
<br />made, but such adjustment shatt 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, shal,l, not constitute a breach of contract
<br />bythe CountY.
<br />15. Defense & lndemnityAgreement:
<br />The Contractor agrees to and shatl, defend, indemnify and hotd harml.ess the County, its
<br />Additional,lnsured's, appointed and etective officers, agents and emptoyees, from and
<br />against al.l, toss or expense, incl,uding but not timited to judgments, setttements, attorney's
<br />fees and costs by reason of any and atl. ctaims and demands upon the County, its Additional
<br />lnsured's, its el,ected or appointed official,s, agents, or empl,oyees for damages because of
<br />personat or bodil.y injury, inc[uding 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 injuryordamage as shatthave been occasioned bythe sote negLigence of the County, its
<br />Additionat lnsured's, appointed or el,ected officiats, agents, or emptoyees. lt is further
<br />provided that no tiabitity shatl, attach to the County by reason of entering into this contract,
<br />except as expressty 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 />Additionat lnsured's, officers, agents and emptoyees, the Contractor expressty waives its
<br />immunity underTitte 51 of the Revised Code of Washington, the lndustrial lnsurance Act, for
<br />injuries to its emptoyees and agrees that the obLigations to indemnify, defend and hotd
<br />harmtess provided in this agreement extend to any ctaim brought by or on behal'f of any
<br />emptoyee of the Contractor. This waiver is mutuatty negotiated by the parties to this
<br />Agreement.
<br />17. Venue and Choice of Law:
<br />ln the event that any titigation shoul.d arise concerning the construction or interpretation of
<br />any of the terms of this Agreement, the venue of such action of titigation shal't be in the
<br />Superior Court of the State of Washington in and for the County of Kittitas. This Agreement
<br />shal.t be governed by the [aw of the State of Washington.
<br />Kiititas County ProfessionaI Services Agreement
<br />Page 8 of 20
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