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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 shatl, be entitted to payment for actuaI work performed at unit contract prices for compteted items of work. ln the event of such termination, an equitab[e adjustment shal.[ be made in the compensation payabte to Contractor. An equitab[e adjustment in the contract price for partiatl.y compteted items of work wil.l, be made, but such adjustment shalt not inctude provision for loss of anticipated profit on deteted or uncompteted work. Termination of this Agreement bythe County at anytime during the term, whether for default or convenience, shat[ not constitute a breach of contract by the County. 15. Defense & lndemnityAgreement: The Contractor agrees to and shal,l, defend, indemnify and hol.d harmtess the County, its AdditionaL lnsured's, appointed and etective officers, agents and emptoyees, from and against at[ loss or expense, inctuding but not timited to judgments, setttements, attorney's fees and costs by reason of any and al,l. claims and demands upon the County, its AdditionaL lnsured's, its etected or appointed officiats, agents, or emptoyees for damages because of personaI or bodity injury, inctuding death at any time resulting therefrom, sustained by any person or persons and on account of damage to property inctuding 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 etected officers, emptoyees or their agents, except onty such injury or damage as shatl have been occasioned by the sote negtigence of the County, its Additionat lnsured's, appointed or etected 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 Titte 51 of the Revised Code of Washington, the lndustrial lnsurance Act, for injuries to its emptoyees and agrees that the obl.igations to indemnify, defend and hol,d harmtess provided in this agreement extend to any claim brought by or on behatf of any emptoyee of the Contractor. This waiver is mutuatly negotiated by the parties to this Agreement. 17. Venue and Choice of Law: 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 Litigation shal,t be in the Superior Court of the State of Washing[on in and for the County of Kittitas. This Agreement shal.[ be governed by the law of the State of Washington. Kittitas County ProfessionaI Services Agreement Page8of16