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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 />Wheneverthe Agreement is terminated in accordance with this paragraph, the Contractor
<br />shatl, 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 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 shattnot inc[ude provision for loss of anticipated profit on
<br />deLeted or uncompLeted work. Termination of this Agreement by the County at any time
<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 shattdefend, indemnify and hotd 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, inctuding but not l,imited to judgments, setttements, attorney's
<br />fees and costs by reason of any and al,tcLaims and demands upon the County, its Additional
<br />lnsured's, its eLected or appointed official.s, agents, or empl.oyees for damages because of
<br />personal or bodil.y injury, incl,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 injury or damage as shatt have been occasioned by the sote negtigence of the County, its
<br />Additionat lnsured's, appointed or el.ected 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 expressl.y 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 />Additionat lnsured's, officers, agents and empl,oyees, the Contractor expressty waives its
<br />immunity under TitLe 51 of the Revised Code of Washington, the lndustriat lnsurance Act, for
<br />injuries to its empl,oyees and agrees that the obtigations to indemnify, defend and hotd
<br />harmtess provided in this agreement extend to any ctaim brought by or on behatf of any
<br />empLoyee of the Contractor. This waiver is mutuatl,y negotiated by the parties to this
<br />Agreement.
<br />17. Venue and Choice of Law:
<br />ln the event that any Litigation shoutd arise concerning the construction or interpretation of
<br />any of the terms of this Agreement, the venue of such action of titigation 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 law of the State of Washington.
<br />Kittitas County Professio naI Services Agreement
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