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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. Wheneverthe Agreement is terminated in accordance with this paragraph, the Contractor shall be entitted to payment for actuat work performed at unit contract prices for completed items of work. ln the event of such termination, an equitabte adjustment shalt be made in the compensation payabie to Contractor. An equitabl.e adjustment in the contract price for partiatty compteted items of workwitl be made, but such adjustment sha[ not include 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, shal[ not constitute a breach of contract bythe County. 15. Defense & lndemnityAgleemenl: The Contractor agrees to and shatL defend, indemnify and hotd harmtess the County, its Additionat lnsured's, appointed and etective officers, agents and emptoyees, from and against al.l. Loss or expense, inctuding but not timited to jud$ments, 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 employees for damages because of personaL or bodil.y injury, inctuding death at any time resutting therefrom, sustained by any person or persons and on account of damage to property inctuding toss 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 shal.t have been occasioned by the sote negtigence of the County, its Additionat lnsured's, appointed or etected officiats, agents, or employees. lt is further provided that no tiabitity shatl. attach to the County by reason of entering into this contract, except as expressty provided herein. 16. lnelustriat lnsuance Waiye-r: With respect to the performance of this Agreement and as to claims against the County, its Additional, lnsured's, officers, agents and emptoyees, the Contractor expressty waives its immunity under Titl,e 51 of the Revised Code of Washington, the lndustriaI lnsurance Act, for injuries to its empl,oyees and agrees that the obtigations to indemnify, defend and hol'd harmless provided in this agreement extend to any ctaim brought by or on behaLf of any emptoyee of the Contractor. This waiver is mutuatty negotiated bythe parties to this Agreement. 1 7. \Lexusand ehoi_cs-sl-la-w: 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 titigation shatl, be in the Superior Court of the State of Washington in and forthe Countyof Kittitas. This Agreement shatl. be governed by the law of the State of Washington. Kittltas County Professionat Services Agreement Page I ot 20