R2025-031 - Laserfiche WebLink

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The County may terminate the Agreement in whote or in part whenever the County determines, in its sote discretion that such termination is in the best interests of the County. Whenever the Agreement is terminated in accordance with this paragraph, the Contractor shatt be entitted to payment for actuat work performed at unit contract prices for compteted items of work. ln the event of such termination, an equitabte adjustment shatl. be made in the compensation payabte to Contractor. An equitabl.e adjustment in the contract price for partiatty compteted items of work wil't be made, but such adjustment shatl. not incl,ude provision for loss of anticipated profit on deteted or uncompteted work. Termination of this Agreement by the County at any time during the term, whether for defaul.t or convenience, shat[ not constitute a breach of contract bythe County. 15. Defense & lndemnityAgreement: The Contractor agrees to and shal.t defend, indemnify and hotd harmtess the County, its Additional.lnsured's, appointed and etective officers, agents and emptoyees, from and against atl. Loss or expense, incLuding but not timited to judgments, setttements, attorney's fees and costs by reason of any and atl, ctaims and demands upon the County, its Additional lnsured's, its eLected or appointed officiats, agents, or emptoyees for damages because of personat or bodiLy injury, incl.uding death at any time resutting therefrom, sustained by any person or persons and on account of damage to property inctuding loss of use thereof, whether such injury to persons or damage to property is due to the negtigence of the Contractor, its sub-Contractors, its etected officers, emptoyees or their agents, except onty such injury or damage as shatl. have been occasioned by the sote negtigence of the County, its Additionat lnsured's, appointed or etected officiats, agents, or emptoyees. lt is further provided that no tiabitity shal.t attach to the County by reason of entering into this contract, except as expressl,y provided herein. 16. lndustrial lnsurance Waiver: With respect to the performance of this Agreement and as to ctaims against the County, its Additionatlnsured's, officers, agents and empLoyees, the Contractorexpresstywaives its immunity underTitte 51 of the Revised Code of Washington, the lndustrial lnsurance Act, for injuries to its emptoyees and agrees that the obl,igations to indemnify, defend and hol.d harmtess provided in this agreement extend to any ctaim brought by or on behal.f of any empl.oyee of the Contractor. This waiver is mutualty negotiated by the parties to this Agreement. 17. Venue and Choice of Law: ln the event that any titigation shoutd arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action of titigation shatl be in the SuperiorCourtoftheStateofWashingtoninandfortheCountyof Kittitas. ThisAgreement shaLl. be governed bythe law of the State of Washington. Kittitas County ProfessionaI Services Agreement Page 8 of 20