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The County mayterminate the Agreement in whote or in partwheneverthe 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 entitl,ed to payment for actuaI work performed at unit contract prices for completed items of work. ln the event of such termination, an equitabLe adjustment shal,t be made in the compensation payable to Contractor. An equitabl.e adjustment in the contract price for partial,ty compteted items of work witl. be made, but such adjustment shatl, not inctude provision for loss of anticipated profit on deteted or uncompteted work. Termination of this Agreement by the County at any time during the term, whether for defautt or convenience, shat[ not constitute a breach of contract bythe County. 15. Defense & lndemnityAgreement: The Contractor agrees to and shat[ defend, indemnify and hotd harmtess the County, its Additional,lnsured's, appointed and etective officers, agents and emptoyees, from and against a[[ loss or expense, inctuding but not Limited 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 officiats, agents, or emptoyees for damages because of persona[ or bodil,y injury, incl.uding death at anytime resuttingtherefrom, 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 only 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 shalt 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 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 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 mutuatty 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 Litigation shatl, 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 I of 19