R2025-030 - Laserfiche WebLink

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The County may terminate the Agreement in whoLe 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 shal,t be entitted to payment for actuaI work performed at unit contract prices for compteted items of work. ln the event of such termination, an equitabl,e adjustment shatl be made in the compensation payabte to Contractor. An equitabte adjustment in the contract price for partial.l.y compteted items of work witl be made, but such adjustment shatl, not inctude provision for loss of anticipated profit on deteted or uncompLeted work. Termination of this Agreement by the County at any time during the term, whether for defautt or convenience, shal.t not constitute a breach of contract bythe County. 15. Defense & lndemnityAgreement: The Contractor agrees to and shatt defend, indemnify and hol.d harml'ess the County, its Additionat lnsured's, appointed and el.ective officers, agents and emptoyees, from and against al.l. toss or expense, inctuding but not Limited to judgments, setttements, attorney's fees and costs by reason of any and al,t ctaims and demands upon the County, its Additional lnsured's, its eLected or appointed officiats, agents, or emptoyees for damages because of personal or bodil.y injury, incLuding death at any time resul,ting therefrom, sustained by any person or persons and on account of damage to property incl.uding 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 shal,t have been occasioned by the sote negl.igence of the County, its Additiona1 lnsured's, appointed or etected officiats, agents, or emptoyees. lt is further provided that no tiabitity shatl. attach to the County by reason of entering into this contract, except as expressl.y provided herein. 16. lndustriaI lnsurance Waiver: With respect to the performance of this Agreement and as to ctaims against the County, its Additionat lnsured's, officers, agents and emptoyees, the Contractor expressty waives its immunity underTitl,e 51 of the Revised Code of Washington, the lndustriat lnsurance Act, for injuries to its empl.oyees and agrees that the obl,igations to indemnify, defend and hol'd harmtess provided in this agreement extend to any cLaim brought by or on behatf of any emptoyee of the Contractor. This waiver is mutuatty negotiated by the parties to this Agreement. 17. Venue and Choice of Law: ln the event that any Litigation 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 Superior Cou;t of the State of Washington in and for the County of Kittitas. This Agreement shatl. be governed by the law of the State of Washington. Kittitas County ProfessionaI Services Agreement Page8of19