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The County may terminate the Agreement in whote 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 entifl.ed to payment for actuat work performed at unit contract prices for completed items of work. ln the event of such termination, an equitabte adjustment shatt be made in the compensation payabte to contractor. An equitab1e adjustment in the contract price for partial.ty compl.eted items of workwit[ be made, but such adjustment shat[ not incl,ude provision for toss of anticipated profit on del.eted oruncompletedwork. Termination of thisAgreement bytheCountyatanytime during the term, whether for defautt or convenience, sha[[ not constitute a breach of contract bythe County. 1 5. Defenge &lndemnlUAgleement: The Contractor agrees to and shal,t defend, indemnify and hol.d harmtess the County, its Additional.lnsured'S, appointed and etective officers, agents and emptoyees, from and against att Loss or expense, incl.uding but not limited to iudgments, settlements, attorney's fees and costs by reason of any and ait ctaims and demands upon the County, its Additional lnsured'S, its etected or appointed officiats, agents, or empl'oyees for damages because of personaI or bodil,y injury, including death at any time resutting theref rom, sustained by any person or persons and on account of damage to property inctuding loss of use thereof, whether such injuryto persons or damage to property is due to the negl"igence of the Contractor, its sub-Contractors, its eLected officers, emptoyees ortheir agents, except only such injury or damage as shatl. have been occasioned by the sote negligence of the County, its Additionat lnSured's, appointed or etected officials, agents, or emptoyees' lt is fudher provided that no tiabitity shatt attach to the County by reason of entering into this contract, except as expressty provided herein. 1 6. lnduslriallnsuranael&aiyer With respect to the performance of this Agreement and as to claims againstthe County, its Additionat lnsured's, officers, agents and empLoyees, the Contractor expressly waives its immunity underTitl,e 51 of the Revised Code of Washington, the lndustriaI lnsurance Act' for injuries to its emptoyees and agrees that the obtigations to indemnify, defend and hotd harmtess provided in this agreement extend to any cl,aim brought by or on behaLf of any emptoyee of the Contractor. This waiver is mutuall.y negotiated bythe parties to this Agreement. 17. Venugand QLoice-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 l,itigation shal'l' be in the Superior Court of the State of Washington in and for the County of Kittitas. This Agreement shatl. be governed by the Law of the State of Washington. Kittitas Gounty ProfessionaI Services Agreement Page 8 of 20