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TheCountymayterminatetheAgreementinwhoteorinpartwhenevertheCounty determines,initssotediscretionthatsuchterminationisinthebestinterestsoftheCounty' Wheneverthe Agreement is terminated in accordance with this paragraph' the Contractor shau. be entitled to payment for actuatwort< pefformed at unit contract prices for compteted items of work. ln the event of such terminatiln, an equitabte adjustment shatl' be made in the compensation paya bte to contractor' An equitabte adjustment in the contract price for partiaLty compl'eted items of work wil'L be made, but such adjustment shaLt not inctude provision for toss of anticipated profit on deiered or uncomp1eted work. Termination oi'nit Agreement by the County at any time during the term, whether for defautt or convenience, shatt not constitute a breach of contract by the County. 1 5. D-efens-e-&jndqrnlityigte-ement : The contra.,or rgr.ur ao?ia shatt defend, indemnify and hol'd harrnless the county' its Additional' lnsured,s, appointed and etective officers, agents and empl.oyees, from and against a[t toss or expenSe, inctuding but not l'imited to jud$ments, settlements, attorney's fees and costs by reason of any and aLt ctaims and demands upon the county' its Additionat lnsured,s, its eiected or appointed officiaLs, agents, or emptoyees for damages because of personaI or bodity injury, inctuding death ai an'y time resulting therefrorn' sustained by any person or persons ano on account of damage io prop*rty inctuding loss of use thereof' whether such injury to persons or damage tI propeay is due to the negtigence of the contractor, its sub-contractors, its eiected officers, employees Or their agents, except onLy such injury or damage as shalt have been occasioned by the sote negligence of the county' its Additional. lnsured's, appointed or e[ected officials, agents' or employees' lt is further provided that no tiabitif shall attach to the county ny '*uton of entering into this contract' except as expressly provided herein' 1 6 - Lod u$Ili a t Ln-s-u raac-e-W-aiusl : with respect to the p".forrnun"e of this Agreement and as^to ctaims against the county' its AdditionaL lnsured,s, officers, agents and Lmptoyees, the contractor expressly waives its immunity underTit1e 51 of the Rlvised Code of Washington' the lndustria[ lnsurance Act' for injuries to its empLoyees and agrees that the obl'igations to indemnify' defend and hoLd harmless provided in this agreement extend to any ctaim brought by or on behaLf of any emptoyee of the contractoL This waiver is mutuatly negotiated by the parties to this Agreement. 1 7. V-en-uea[d Ctroic-e*oJ-Lew: ln the event that any titigation shoutd arise concerning the construction or interpretation of any of the terms of this lgreement, the venue of such action of titi$ation shatL be in the SuperiorCourloftheStaieofWashingtoninandfortheCountyof Kittitas' ThisAgreement sha l.[ be governed by the law of the State of Washington' Kittitas County Professionai Services Agreement Page8of19