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fhe 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 shaLl be entitted to payment for actuatwork performed at unit contract prices for comp(eteditems of work. ln the event of such termination, an equitabLe adjustment shal.i be made in thecompensation payabLe to Contractor. An equitab(e adjustment in the contract price for partial.iy compteted items of work witt bemade, but such adjustment shatt not inctude provision for loss of anticipated profit on deLeted or uncompl'eted work. Termination of this Agreement by the County at any timeduring the terrn, whether for defautt or convenience, sha[[ not constitute a breach of contractbythe County. 1 5. D_efense&ln d_em nityjgreeme rrt : The Contractor agrees to and shatl. defend, indemnify and hol.d harmtess the county, itsAdditionat lnsured's' appointed and elective officers, agents and emptoyees, from andagainst atl [oss or expense, including but not Limited to judgments, setttements, attorney,sfees and costs by reason of any and att ctaims and demands upon the county, its Additionatlnsured's, its elected or appointed officiats, agents, or emptoyees for oamages because ofpersonal or bodity injury, inctuding death at any time resutting therefror, "u.trin"d by anyperson or persons and on account of damage to property inciuding toss of use thereof,whether such injury to persons or damage to property is due to the negtigence of theContractor, its sub-Contractors, its el.ected officers, emptoyees or their agents, except ontysuch injury or damage as shatl. have been occasioned by the sote negtigence of the county, itsAdditional lnsured's, appointed or elected officials, agents, or emptoyees. lt is furtherprovided that no tiabitity shatt attach to the County by reason of entering into this contract,except as expressl.y provided herein. 1 6. lnd-ustrialh_s, rt{a nce Wanvel: with respect to the performance of this Agreement and as to cLaims against the county, itsAdditionat lnsured's, officers, agents and emptoyees, the Contractor express1y waives itsimmunity under Titte 51 of the Revised Code of Washington, the lndustrial lnsurance Act, forinjuries to its emptoyees and agrees that the obtigations to indemnify, defend and hotdharmtess provided in this agreement extend to any cLaim brought by or on behatf of anyemptoyee of the Contractor. This waiver is mutual,ty negotiated by the parties to thisAgreement. 17. Venugaad Choic_e sf 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 shal.t be in thesuperior court of the state of washington in and for the county of Kittitas. This Agreement shatl be governed by the taw of the State of Washington. Kittitas County Professional Services Agreement Page B of 20