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The County may terminate the Agreement in whote or in part whenever the County
<br />determines, in its sote 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 />shal,t be entitted to payment for actual, work performed 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,ycompteted items of workwitl be
<br />made, but such adjustment shatl, not inctude provision for toss of anticipated profit on
<br />del,etedoruncomp[etedwork. TerminationofthisAgreementbytheCountyatanytime
<br />during the term, whether for defautt or convenience, shat[ not constitute a breach of contract
<br />bythe County.
<br />15. Defense & lndemnityAgreement:
<br />The Contractor agrees to and shal.l, defend, indemnify and hol,d harml,ess the County, its
<br />Additionat lnsured's, appointed and el.ective officers, agents and emptoyees, from and
<br />against att toss or expense, incl,uding but not Limited 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 etected or appointed officiaLs, agents, or empl,oyees 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 incl,uding 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, empl,oyees or their agents, except onty
<br />such injuryordamage as shal,t have been occasioned bythe sote negtigence of the County, its
<br />Additionat lnsured's, appointed or el.ected official.s, 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 expressty provided herein.
<br />1 6. lndustriaI 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 empl,oyees, 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 obl.igations to indemnify, defend and hotd
<br />harml.ess provided in this agreement extend to any cl,aim brought by or on behal,f of any
<br />empl,oyee of the Contractor. This waiver is mutual,ty negotiated bythe parties to this
<br />Agreement.
<br />17. Venue and Choice of Law:
<br />ln the event that any l,itigation shoutd arise concerning the construction or interpretation of
<br />any of the terms of this Agreement, the venue of such action of l,itigation shatL 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 law of the State of Washington.
<br />Kittiias County ProfessionaI Services Agreement
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