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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 shal.l. be entitled to payment for actuaI work performed at unit contract prices for completed items of work. ln the event of such termination, an equitabl'e adjustment shatt be made in the compensation paya bte to contractor. An equitable adjustment in the contract price for partial.ty compteted items of work wilt be made, but such adjustment shatl. not inctude provision for Loss of anticipated profit on deteted or uncompteted work. Termination of this Agreement by the County at any time during the term, whether for defaul,t or convenience, shatl not constitute a breach of contract bythe CountY. t5. Defense & lndemnityAgreemenl: The contractor agrees to and shatt defend, indemnify and hotd harmtess the county, its Additional, lnsured's, appointed and etective officers, agents and emptoyees, from and against atl Loss or expense, inctuding but not timited to judgments, setttements, attorney's fees and costs by reason of any and al.l ctaims and demands upon the County' its Additionat lnSured'S, its eiected or appointed officiats, agents, or ernpl'oyees for damages because of personaL or bodity injury, inctuding death at any time resutting therefrom, sustained by any person or persons and on account of damage to propefty inctuding toss 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, empioyees ortheiragents, except only such injury or damage as shal.t have been occasioned by the so[e negtigence of the County' its Additional lnsured's, appointed or etected officiats, agents, or empLoyees' lt is further provided that no tiabitity shatt attach to the County by reason of entering into this contract' except as expressty provided herein. 1 6. !&dusldaltnsur-anae-\Ma&er: with respect to the performance of this Agreement and as to ctaims against the county, its Additional.lnsured,s, officers, agents and emptoyees, the contractor expresstywaives its immunity underTitte 51 of the Revised code of washington, the lndustriat lnsurance Act' for injuries to its emptoyees and agrees that the obl,igations to indemnify, defend and hold harml,ess provided in this agreement extend to any cl'aim brought by or on behaLf of any empl.oyee of the Contractor, This waiver is mutualty negotiated bythe parties to this Agreement. 17. \lenue and Chqic-e-olLalu: ln the event that any litigation shoutd 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 SuperiorCourloftheStateofWashingtoninandfortheCountyof Kittitas. ThisAgreement shal.t be governed by the taw of the State of Washington' Kittitas County ProfessionaI Services Agreement Page I of 19