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<br />
<br />Kittitas County
<br />Cle Elum Transfer Station
<br />Driveway Improvements and Tank Replacement Project Bid Documents
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<br />7.1. This Agreement may be amended by mutual agreement of the parties. Any such amendment shall
<br />be in writing and signed by both parties.
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<br /> 7.2 The County may unilaterally amend this Agreement at any time by written notice (“Change Notice”)
<br />to Contractor, to modify the work to be performed under this Agreement, within the general scope of the Agreement.
<br />Such changes may include, but are not limited to, changes in the exact scope of work to be performed (including
<br />modification, substitution, addition, or deletion of required tasks) and changes to the schedule of performance. If any
<br />such Change Notice causes an increase or decrease to Contractor’s cost of, or the time required for, performance of
<br />the work, an equitable adjustment in the compensation to Contractor and/or in the schedule for the performance of the
<br />work shall be made by the County to reflect such an increase or decrease. Notwithstanding any dispute or delay in
<br />arriving at a mutually acceptable equitable adjustment, Contractor shall proceed in accordance with all Change
<br />Notices. Within thirty (30) days after receipt of any Change Notice which, in Contractor’s opinion, lacks an adequate
<br />adjustment, Contractor must submit to the County a written statement requesting a modified adjustment; otherwise,
<br />Contractor will forfeit its right to any such modified adjustment. The County retains the final right to determine
<br />adjustments hereunder.
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<br /> 8. Termination
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<br /> 8.1 This Agreement may be terminated at any time by mutual written agreement of the parties.
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<br /> 8.2 The County, by giving written notice, may terminate this Agreement at any time without cause and
<br />without further obligation to Contractor except for payment due for deliverables provided and/or services performed
<br />prior to the effective date of termination. An equitable adjustment in the contracted price for partially completed tasks
<br />will be made by the County, but such adjustment shall not include compensation for loss of anticipated profit on
<br />uncompleted work.
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<br /> 8.3 If Contractor defaults by failing to perform any of its obligations under this Agreement, or becomes
<br />insolvent, is declared bankrupt or commits any act of bankruptcy or insolvency, or makes an assignment for the benefit
<br />of creditors, the County may, by written notice to Contractor, terminate the Agreement, and at the County's option,
<br />obtain performance of the work elsewhere. If the Agreement is terminated under this paragraph, Contractor shall not
<br />be entitled to receive any further payments under this Agreement until all of its obligations hereunder have been fully
<br />performed, and any extra cost or damage to the County shall be deducted from any money due or coming due to
<br />Contractor. Furthermore, in the event of termination under this paragraph, Contractor shall bear the costs of any extra
<br />expenses incurred by the County in completing the work, and all damages sustained, or which may be sustained, by
<br />the County.
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<br /> 8.4 Termination of this Agreement by any means provided herein shall not excuse any party’s
<br />performance of its obligations hereunder through the effective date of termination, except that the County shall not
<br />be obligated to pay for services that have not been performed or deliverables that have not been provided.
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<br /> 9. Indemnification
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<br />9.1 To the fullest extent permitted by law, Contractor agrees to indemnify, defend and hold the County
<br />and its departments, elected and appointed officials, employees, agents and volunteers, harmless from and against
<br />any and all claims, damages, losses and expenses, including but not limited to court costs, attorney's fees and
<br />alternative dispute resolution costs, for any personal or bodily injury, sickness, disease or death, for any damage to
<br />or destruction of any property (including the loss of use resulting therefrom), and for any other claims, damages,
<br />losses, and expenses sustained by the County, which (1) are caused in whole or in part by any act or omission,
<br />negligent or otherwise, of Contractor, its employees, agents or volunteers, or Contractor’s subcontractors, their
<br />employees, agents or volunteers; or (2) are directly or indirectly arising out of, resulting from, or otherwise
<br />connected with the performance of this Agreement; or (3) are based upon Contractor’s or its subcontractors’ use of,
<br />presence upon or proximity to the property of the County. This indemnification obligation of Contractor shall not
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