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The County may terminate the Agreement in whote or in part whenever the County
<br />determines, in its soLe 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 />shatt be entitted to payment for actuatwork performed at unit contract prices for compteted
<br />items of work. ln the event of such termination, an equitabl.e adjustment shatl' be made in the
<br />compensation payabte to Contractor.
<br />An equitab[e adjustment in the contract price for partiatty compteted items of work wil't be
<br />made, but such adjustment shal,l, 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 shal.l, defend, indemnify and hotd harmtess the County, its
<br />Additionat lnsured's, appointed and el,ective officers, agents and emptoyees, from and
<br />against aLL l,oss or expense, inctuding but not Limited to judgments, setttements, attorney's
<br />fees and costs by reason of any and al,tctaims and demands upon the County, its Additional
<br />lnsured's, its etected or appointed officiats, agents, or emptoyees for damages because of
<br />personal or bodil,y injury, incl,uding death at any time resul,ting 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 negtigence of the
<br />Contractor, its sub-Contractors, its etected officers, emptoyees or their agents, except onty
<br />such injury or damage as shatt have been occasioned by the sol.e negtigence of the County, its
<br />Additionat lnsured's, appointed or etected officiats, agents, or emptoyees. lt is further
<br />provided that no tiabitity shal.t 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 cl.aims against the County, its
<br />AdditionaL lnsured's, officers, agents and emptoyees, the Contractor expressty waives its
<br />immunity underTitl,e 51 of the Revised Code of Washington, the lndustriat lnsurance Act, for
<br />injuries to its empl.oyees and agrees that the obl.igations to indemnify, defend and hotd
<br />harmtess provided in this agreement extend to any cl,aim brought by or on behal'f of any
<br />emptoyee 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 titigation shal'l' 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 />Kittitas Cou nty Professionat Services Agreement
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