R2025-075 - Laserfiche WebLink

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The County may terminate the Agreement in whote or in part whenever the County determines, in its sole discretion that such termination is in the best interests of the County' Whenever the Agreement is terminated in accordance with this paragraph, the Contractor shall. be entitted to payment for actuat work performed at unit contract prices for compteted items of work. ln the event of such termination, an equitabl,e adjustment shall be made in the com pensation payabie to contractor. An equitabLe adjustment in the contract price for partial,ty compteted items of workwitt be made, but such adjustment shatl. not inctude provision for loss of anticipated profit on detetedoruncompl.etedwork. TerminationofthisAgreementbytheCountyatanytime duringthe term, whether for defautt or convenience, shat[ not constitute a breach of contract bythe CountY. 15.Defense&l@: The Contractor agrees to and shaLl defend, indemnify and hotd harmtess the County, its Additionat lnsured'S, appointed and etective officers, agents and emptoyees, flom and against att l"oss or expense, inctuding but not timited to judgments, setttements, attorney's fees and costs by reason of any and alt 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, incl,uding death at any time resulting therefrom, sustained by any person or persons and on account of damage to property inctuding loss of use thereof' whether such injury to persons or damage to property is due to the negligence of the Contractor, its sub-Contractors, its etected officers, emptoyees or their agents, except on[y such injury or damage as shalt have been occasioned by the soLe negtigence of the County, its Additionat lnsured's, appointed or elected officiats, agents, or emptoyees' lt is further provided that no tiabitity shal.l. attach to the county by reason of entering into this contract' except as expressty provided herein. 1 6. hdu-etri at I nsJrenec-1&aiver: 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 underTitle 51 of the Revised Code of Washin$ton, the lndustriat lnsurance Act' for injuries to its empLoyees and agrees that the obtigations to indemnify, defend and hotd harmless provided in this agreement extend to any cl,aim brought by or on behatf of any emp1oyee of the Contractor.Thiswaiveris mutual.l.ynegotiated bythe partiestothis Agreement. 1 7. Vsnueand. Choiqe of Law: ln the event that any titigation shoul.d arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action of titigation shatt be in the Superior Court of the State of Washington in and for the County of Kittitas. This Agreement shatt be governed by the taw of the State of Washington ' Kittitas County Professionat Services Agreement Page B of 20