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The County may terminate the Agreement in whol'e or in part whenever the County determines, in its sol.e 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 entitl.ed to payment for actual work performed at unit contract prices for compteted items of work. ln the event of such termination, an equitabLe adjustment shall be made in the compensation payabie to Contractor. An equitabte adjustment in the contract price for Fartial'l'y compteted items of work witL be made, but such adjustment shatt not inctude provision for toss of anticipated profit on defeted or uncompl.eted work. Termination of this Agreement by the County at any time during the term, whether for defautt or convenience, shatt not constitute a breach of contract by the County. 15. Defense & lndemniuAgJcemenl: The Contractor agrees to and shattdefend, indemnify and hol'd harmless the County' its AdditionaL lnsured's, appointed and etective officers, agents and emptoyees' from and against att toss or expense, incl.uding but not Limited to judgments, setttements' attorney'S fees and costs by reason of any and aLt claims and demands upon the County' its AdditionaL lnSured'S, its etected or appointed officiats, agents, or emptoyees for damages because of personaL or bodlty injury, incLuding death at anytime resultingtherefrom' 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 el.ected officers, emptoyees or their agents, except onty such injury or damage as shaLL have been occasioned by the sole negl'igence of the county' its Additionat lnsured's, appointed or elected officiats, agents, or emptoyees' lt is further provided that no tiabil.ity shafl attach to the County by reason of entering into this contract' except as expressty provided herein- 1 6. lLrdrrstriallnilraneel&aiver: With respect to the performance of this Agreement and as to ctaims against the County' its Additionat lnsured,s, officers, agents and employees, the Contractor expressly waives its immunity under Titte 51 of the Revised Code of Washington, the lndustrial lnsurance Act' for injuries to its emptoyees and agrees that the obLigations to indemnify, defend and hold harmtess provided in this agreement extend to any ctaim brought by or on behatf of any emptoyee of the Contractor. This waiver is mutuatl,y negotiated by the parties to this Agreement. 1 7. V_enuq a nd Cfttoice,of-Lale: ln the eventthat any titigation shouLd arise concerningthe construction or interpretation of any of the terms of this Agreement, the venue of such action of I'itigation shal't be in the Superiorcourlof thestateof washington inandforthecountyof Kittitas' ThisAgreement shaLl be governed by the law of the State of Washington' Kiiiltes Cc uniy Professionat Services Agreemenl Page B af 21