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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 shatt be entitted to payment for actuaI work performed at unit contract prices for compteted items of work. ln the event of such termination, an equitabte adjustment shatt be made in the com pensation payabl,e to contractor. An equitabte adjustment in the contract price for partiatty compteted items of work witt be made, but such adjustment shatt not inctude provision for loss of anticipated profit on detetedoruncomptetedwork. TerminationofthisAgreementbytheCountyatanytime duringthe term, whether for defautt or convenience, shatt not constitute a breach of contract bythe County. 1 5. Defense & lndemnitvAgreement: The Contractor agrees to and shatt defend, indemnify and hol,d harmtess the County, its Additionat lnsured's, appointed and e(ective officers, agents and emptoyees, from and against at[ toss or expense, inctuding but not timited to judgments, settlements, attorney's fees and costs by reason of any and atl, ctaims and demands upon the County, its Additionat lnsured's, its etected or appointed officiats, agents, or emptoyees 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 property inctuding toss of use thereof, whether such injury to persons or damage to property is due to the negtigence of the Contractor, its sub-Contractors, its etected officers, emptoyees or their agents, except onty such injury or damage as shatt have been occasioned by the sote negtigence of the County, its Additionat lnsured's, appointed or elected officiats, agents, or emptoyees. lt is further provided that no tiabitity shat[ attach to the County by reason of entering into this contract, except as expressty provided herein. 16. lndustrial lnsurance Waiver: With respect to the performance of this Agreement and as to ctaims against the County, its Additionat lnsured's, officers, agents and emptoyees, the Contractor expressty waives its immunity under Tit(e 51 of the Revised Code of Washington, the lndustriat 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 ctaim brought by or on behatf of any emptoyee of the Contractor. This waiver is mutualty negotiated by the parties to this Agreement. 17. Venue and Choice of Law: ln the event that any titigation 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 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 County ProfessionaI Services Agreement Page 8 of 20