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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 completed items of work. ln the event of such termination, an equitabte adjustment shal,t be made in the compensation payabte to Contractor. An equitabte adjustment in the contract price for partial.ty compteted items of workwit[ be made, but such adjustment shal.l. not inctude provision for loss of anticipated profit on del.eted or uncompteted work. Termination of this Agreement by the County at any time during the term, whether for defautt or convenience, shatl not constitute a breach of contract bythe County. 15. Defense & lndemnity Agreement: The Contractor agrees to and sha[l, defend, indemnify and hotd harmtess the County, its Additional.lnsured's, appointed and etective officers, agents and employees, from and against at[ loss or expense, inctuding but not timited to judgments, setttements, attorney's fees and costs by reason of any and atl ctaims and demands upon the County, its Additional lnsured's, its etected or appointed official.s, 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 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 etected officers, emptoyees or their agents, except onty such injury or damage as shatl have been occasioned by the sote negl,igence of the County, its Additional. lnsured's, appointed or etected officiats, agents, or employees. 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 Additional,lnsured's, officers, agents and emptoyees, the Contractor expresstywaives 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 hol.d harmtess provided in this agreement extend to any ctaim brought by or on behal.f of any employee of the Contractor. This waiver is mutuatly negotiated bythe 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 l,itigation shal,t 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 Professional Services Agreement Page 8 of 20