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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 />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 equitab[e adjustment in the contract price for partiatty compteted items of work wiLt be
<br />made, but such adjustment shal.L not inctude provision for Loss of anticipated profit on
<br />deteted or uncompteted work. Termination of this Agreement by the County at any time
<br />during the tqrm, whether for defautt or convenience, shatt not constitute a breach of contract
<br />by the County.
<br />15. Defense & lndemnityAgreement:
<br />The Contractor agrees to and shatl. defend, indemnify and hol,d harmtess the County, its
<br />Additionat lnsured's, appointed and el.ective officers, agents and emptoyees, from and
<br />against att toss or expense, incLuding but not Limited to judgments, setttements, attorney's
<br />fees and costs by reason of any and atL cl.aims 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 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, empLoyees or their agents, except only
<br />such injury or damage as shaLl, have been occasioned by the sote negl,igence of the County, its
<br />Additional. lnsured's, appointed or etected 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 expressty provided herein.
<br />1 6. 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 underTitl.e 51 of the Revised Code of Washington, the lndustriatlnsurance 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 behatf 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 Litigation shoul,d arise concerning the construction or interpretation of
<br />any of the terms of this Agreement, the venue of such action of Litigation shatl be in the
<br />Superior Court of the State of Washington in and for the County of Kittitas. This Agreement
<br />shatt be governed by the taw of the State of Washington.
<br />Kittitas County Professional Services Agreement
<br />Page 8 of 20
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