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The County may terminate the Agreement in whote or in part whenever the County <br />determines, in its sote discretion that such termination is in the best interests of the County' <br />Wheneverthe Agreement is terminated in accordance with this paragraph, the Contractor <br />shal,t be entitted to payment for actuat work performed at unit contract prices for compteted <br />items of work. ln the event of such termination, an equitabl'e adjustment shatl, be made in the <br />compensation payabl.e to Contractor' <br />An equitabl,e adjustment in the contract price for partiatLy compl.eted items of work witl be <br />made, but such adjustment shatl. not inctude provision for loss of anticipated profit on <br />deleted or uncompleted work. Termination of this Agreement bythe County at anytime <br />during the term, whether for defaul,t or convenience, shatl not constitute a breach of contract <br />bythe County. <br />1 5. Defense & lndemnityAgreement: <br />The contractor agrees to and shatt defend, indemnify and hotd harmless the county, its <br />Additionat lnsured's, appointed and elective officers, agents and emptoyees, from and <br />against atl. toss or expense, inctuding but not timlted to judgments, settlements, attorney's <br />fees and costs by reason of any and atl. ctaims and demands upon the County, its Additionat <br />lnsured's, its eLected or appointed officiats, agents, or emptoyees for damages because of <br />personaI or bodity injury, incl.uding death at any time resul'ting therefrom, sustained by any <br />person or persons and on account of damage to property inctuding loss of use thereof, <br />whether such injury to persons or damage to property is due to the negligence of the <br />Contractor, its sub-Contractors, its eLected officers, emptoyees or their agents, except on[y <br />such injury or damage as shal.l have been occasioned by the sote negLigence of the County, its <br />Additionat lnsured'S, appointed or elected officials, agents, or emptoyees' lt is further <br />provided that no tiabil,ity shatl attach to the county by reason of entering into this contract, <br />except as expressty provided herein. <br />1 6. tndsstriallnsula nce-Ulaiver: <br />With respect to the performance of this Agreement and as to cl'aims against the County, its <br />Additionat lnsured's, officers, agents and emptoyees, the Contractor expressty waives its <br />immunity under Titte 51 of the Revised Code of Washington, the lndustrial lnsurance Act, for <br />injuries to its emptoyees and agrees that the obtigations to indemnify, defend and hotd <br />harmless provided in this agreement extend to any claim brought by or on behaLf of any <br />empl.oyee of the Contractor. This waiver is mutuatl'y negotiated bythe parties to this <br />Agreement. <br />1 7. Ve.nue*and-Qhoiqedla-w: <br />ln the eventthat any Litigation should arise concerningthe construction or interpretation of <br />any of the terms of this Agreement, the venue of such action of I'itigation shatl' be in the <br />Superior Court of the State of Washington in and for the County of Kittitas- This Agreement <br />shaLl be governed by the I'aw of the State of Washington' <br />Kittitas Cou nty ProfessionaI Services Agreement <br />PageBofl9