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The County may terminate the Agreement in whote or in part wheneverthe 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 />shal,l. be entitted to payment for actuaI work performed at unit contract prices for compteted
<br />items of work. ln the event of such termination, an equitabte adjustment shaLt be made in the
<br />compensation payabte to contractor.
<br />An equitab1e adjustment in the contract price for partiatty compteted items of work wil'l' be
<br />made, but such adjustment shatL not inctude provision for loss of anticipated profit on
<br />de1eted or uncompl,eted work. Termination of this Agreement by the County at any time
<br />during the term, whether for defautt or convenience, shaLt not constitute a breach of contract
<br />bythe County.
<br />15. Defense & lndemnityAgreement:
<br />The Contractor agrees to and shatt defend, indemnify and hotd harml.ess the County, its
<br />AdditionaL lnsured's, appointed and el,ective officers, agents and emptoyees, from and
<br />against aLt Loss or expense, inctuding but not Limited to judgments, setttements, attorney's
<br />fees and costs by reason of any and atL ctaims and demands upon the County, its Additional
<br />lnsured's, its etected or appointed otficiats, 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 incl.uding 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 shal.l, have been occasioned by the sol.e negl'igence of the County, its
<br />Additionat lnsured's, appointed or el,ected officiats, agents, or emptoyees. lt is further
<br />provided that no tiabitity shatt 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 cl,aims against the County, its
<br />Additional, lnsured's, officers, agents and empLoyees, the Contractor expressty waives its
<br />immunity underTitl.e 51 of the Revised Code of Washington, the lndustrial lnsurance Act, for
<br />injuries to its emptoyees 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 />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 titigation shoul,d arise concerning the construction or interpretation of
<br />any of the terms of this Agreement, the venue of such action of l,itigation shatl 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 County ProfessionaI Services Agreement
<br />Page 8 of 20
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