R2026-020 - 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 shalL be entitted to payment for actual work performed at unit contract prices forcompleted items of work. ln the event of such termination, an equitabl'e adjustment shal'l be made in the compensation payabie to contractor. An equitabte adjustment in the contract price for partiatLy compteted items of work wil't be made, but such adjustment shatt not inctude provision for loss of anticipated profit on del.eted or uncompteted work. Termination of this Agreement by the CounV at any tirne during the term, Whether for default or convenience, shal'l not COnstitute a breach of Contract bythe CountY. 1 s. pslexse-&lndemniry-agraement: The Contractor agrees to and shaLt defend, indemnify and hoLd harmless the County' its Additional.lnsured,s, appointed and elective officers, agents and emptoyees, from and against al,t loss or expense, inctuding but not timited to judgments, settlements' attorney's fees and costs by reason of any and atl claims and demands upon the County' its AdditionaL lnsured,s, its etected or appointed officials, agents, or empLoyees for damages because of persona[ or bodity injury, inctuding death at any tirne resul'ting therefrom' sustained by any person or persons and on account of damage io ptop"tty including loss of use thereof' whethersuchinjurytopersonsordamagetopropertyisduetothenegligenceofthe 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 sole negtigence of the County' its Additionat lnsured,s, appointed or elected officiaLs, agents, or emptoyees' lt is further provided that no iiabitity shatt attach to the County by reason of entering into this contract' except as expressly provided herein. 1 6. tn-d-u-suLa-ll ns"urance,Waluer: With respect to the performance of this Agreement and as to ctaims against the County' its Additionat Insured's, officers, agents and empl'oyees, the Contractor expressty waives its immunity underTitte 51 of the Revised Code of Washington, 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 empLoyee of the contractor. This waiver is mutuatty negotiated bythe parties to this Agreement. 1 7. V-e nu-e-e nd--Cjrq!-c-e-q"f-Larg: ln the event that any titiJution shouid 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 Courl of the State of Washington in and forthe County of Kittitas' This Agreement shatt be governed by the taw of the State of Washington' Kittitas County Prr.:fessional Services Agreeme nt Page B of 20