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h The County may terminate the Agreement in whote or in part whenever the CounW 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 shatt be entitl,ed to payment for actuaI work performed at unit contract prices for compteted items of work. ln the event of such termination, an equitabte adjustment shatl be made in the compensation payabte to Contractor. An equitabte adjustment in the contract price for partiatty compteted items of work witl. be made, but such adjustment shal,l not inctude provision for loss of anticipated profit on deteted or uncompteted work. Termination of this Agreement bythe County at anytime during the term, whether for defautt or convenience, shat[ not constitute a breach of contract bythe County. 15. Defense & lndemnityAgreement: The Contractor agrees to and shatt defend, indemnify and hol.d harml.ess the County, its AdditionaL lnsured's, appointed and etective officers, agents and employees, from and against al.t Loss or expense, inctuding but not timited to judgments, setttements, attorney's fees and costs by reason of any and atl, ctaims and demands upon the County, its Additional lnsured's, its etected or appointed officials, agents, or emptoyees for damages because of personat or bodity injury, inctuding death at any time resutting theref rom, sustained by any person or persons and on account of damage to property incl,uding loss of use thereof, whether such injury to persons or damage to property is due to the negtigence of the Contractor, its sub-Contractors, its elected officers, emptoyees or their agents, except onty such injury or damage as shal,t have been occasioned by the sote negtigence of the County, its Additional. lnsured's, appointed or etected officiats, agents, or emptoyees. lt is further provided that no tiabitity shatl attach to the County by reason of entering into this contract, except as expressly provided herein. 16. lndustrial lnsurance Waiver: With respect to the performance of this Agreement and as to claims against the County, its Additionat lnsured's, officers, agents and emptoyees, the Contractor expresstywaives its immunity underTitte 51 of the Revised Code of Washington, the lndustrial lnsurance Act, for injuries to its emptoyees and agrees that the obl.igations to indemnify, defend and hotd harmtess provided in this agreement extend to any ctaim brought by or on behatf of any empLoyee of the Contractor. This waiver is mutuatty negotiated by the parties to this Agreement. 17. Venue and Choice 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 Litigation shatl, be in the Superior Court of the State of Washington in and for the County of Kittitas. This Agreement shatt be governed by the law of the State of Washington. Kittitas County ProfessionaI Services Agreement Page 8 of '19