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The County may terminate the Agreement in whote or in part whenever the County
<br />determines, in its so[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 entit[ed 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 shatl' be made in the
<br />compensation payabte to Contractor.
<br />An equitabte adjustment in the contract price for partiatty compteted items of work wiLl' be
<br />made, but such adjustment shatl not inctude provision for loss of anticipated profit on
<br />del,eted or uncompteted work. Termination of this Agreement by the County at any time
<br />during the term, whether for defautt or convenience, shal.t not constitute a breach of contract
<br />by the County.
<br />15. Defense & lndemnityAgreement:
<br />The Contractor agrees to and shatt defend, indemnify and hol.d harmtess the County, its
<br />Additionatlnsured's, appointed and el,ective officers, agents and emptoyees, from and
<br />against al.t toss or expense, inctuding but not Limited to judgments, setttements, attorney's
<br />fees and costs by reason of any and aLl. ctaims and demands upon the County, its Additionat
<br />lnsured's, its etected or appointed official,s, agents, or emptoyees for damages because of
<br />persona1 or bodity injury, incl.uding death at any time resutting 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 el,ected officers, empl,oyees or their agents, except onty
<br />such injury or damage as shatt have been occasioned by the sol,e negl,igence of the County, its
<br />Additionat lnsured's, appointed or etected officiats, agents, or emptoyees. lt is further
<br />provided that no tiabitity shaLL attach to the County by reason of entering into this contract,
<br />except as expressl.y provided herein.
<br />1 6. lndustriaI lnsurance Waiver:
<br />With respect to the performance of this Agreement and as to cl,aims against the County, its
<br />Additionatlnsured's, officers, agents and empl,oyees, the Contractor expresstywaives its
<br />immunity underTitl.e 51 of the Revised Code of Washington, the lndustrial 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 cLaim brought by or on behatf of any
<br />emptoyee 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 l,itigation shoutd arise concerning the construction or interpretation of
<br />any of the terms of this Agreement, the venue of such action of Litigation shatt be in the
<br />Superior Court of the State of Washington in and for the County of Kittitas. This Agreement
<br />shatL be governed by the law of the State of Washington.
<br />Kittitas County ProfessionaI Services Agreement
<br />Page 8 ot 21
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