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The county mayterminate the Agreement in whote or in part wheneverthe county determines, in its sol.e discretion that such termination is in the best interests of the county' Whenever the Agreement is terminated in accordance with this paragraph' the Contractor shal.t be entitl,ed to payment for actuat work performed at unit contract prices for compteted items of work. ln the event of such termination, an equitabl'e adjustment shatL be made in the com pensation paya bte to contractor' An equitable adjustment in the contract price for partial'l'y compl'eted items of work wilt be made, but such adjustment shaL[ not inctude provision for toss 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, sha[l not constitute a breach of contract bythe CountY. 1 5. Defen.te&lnd,emnilyA€f,e-Qlnent: The Contractor agrees to and shal.l. defend, indemnify and hotd harmtess the County' its Additionat lnsured,s, appointed and erective officers, agents and empl,oyees, from and against att Loss or expense, incl.uding 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 etected or appointed officiats, agents, or empLoyees for damages because of personal or bodity injury, incruding death tt uny time resutting therefrom' sustained by any person or persons and on account of damage to property incl'uding toss of use thereof' whether such injuryto persons or damage to property is due to the negLigence of the Contractor, its sub-Contractors, its elecied officers, emptoyees or their agents' except onLy such injury or damage as shal.t have been occasioned by the sol'e negtigence of the County' its Additional. lnsureO'sl appointed or etected officiats, agents, or employees' lt is furlher provided that no tiabitity shaLt attach to the county by reason of entering into this contract' except as expressty provided herein' 1 6. lnd.u sldal lns-u r-a n-c e^ V'llaiver: with respect to the performance of this Agreement and as to claims against the county' its Additional, lnsured's, officers, agents andLmptoyees, the Contractor expresstywaives its immunity under Titl,e 51 of the Revised Code of Washington' the lndustriat lnsurance Act' for injuries to its emptoyees and agrees that the obtigations to indemnify' defend and hoLd harmless provided in this agreement extend to any claim brought by or on behaLf of any emptoyee of the Contractor. This waiver is mutuatly negotiated bythe parties to this Agreement. 1 7. Vel uaand-C-hoice-of Le-w: ln the event that any Litigation shoul,d 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 county of Kittitas' This Agreement shal,l. be governed by the law of the State of Washington' Kittitas County ProfessionaL services Agreement Page I of 19