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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 />Whenever the Agreement is terminated in accordance with this paragraph, the Contractor <br />shal,t be entitled to payment for actuaI work performed at unit contract prices for completed <br />items of work. ln the event of such termination, an equitabte adjustment shatL be made in the <br />compensation payabte to Contractor. <br />An equitabl.e adjustment in the contract price for partial.l.y compteted items of work witl. be <br />made, but such adjustment shatl not inctude provision for loss of anticipated profit on <br />deteted or uncompteted work. Termination of this Agreement by the County at any time <br />during the term, whether for defautt or convenience, shat[ not constitute a breach of contract <br />bythe County. <br />15. Defense & lndemnityAgreement: <br />The Contractor agrees to and shatl defend, indemnify and hotd harmtess the County, its <br />Additionat lnsured's, appointed and etective officers, agents and emptoyees, from and <br />against at[ loss or expense, inctuding but not timited to judgments, setttements, attorney's <br />fees and costs by reason of any and atl ctaims and demands upon the County, its Additionat <br />lnsured's, its etected or appointed officiats, agents, or emptoyees for damages because of <br />personal or bodity injury, inctuding death at any time resutting 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 negtigence of the <br />Contractor, its sub-Contractors, its etected officers, emptoyees or their agents, except onty <br />such injury or damage as shat[ have been occasioned by the sol,e negtigence of the County, its <br />Additionat lnsured's, appointed or etected officiats, agents, or emptoyees. lt is further <br />provided that no tiabitity shatl attach to the County by reason of entering into this contract, <br />except as expressl,y provided herein. <br />16. lndustrial lnsurance Waiver: <br />With respect to the performance of this Agreement and as to ctaims against the County, its <br />Additionat lnsured's, officers, agents and emptoyees, the Contractorexpresslywaives its <br />immunity underTitte 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 />harmtess provided in this agreement extend to any ctaim brought by or on behatf of any <br />emptoyee of the Contractor. This waiver is mutualty negotiated by the parties to this <br />Agreement. <br />17. Venue and Choice of Law: <br />ln the event that any Litigation shouLd arise concerning the construction or interpretation of <br />any of the terms of this Agreement, the venue of such action of titigation shatl, be in the <br />Superior Court of the State of Washington in and for the County of Kittitas. This Agreement <br />shatl. be governed by the law of the State of Washington. <br />Kittitas County Professional Services Agreement <br />Page8of19