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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 entit[ed to payment for actuatwork performed at unit contract prices for compteted <br />items of work. ln the event of such termination, an equitabl.e adjustment shatl be made in the <br />compensation payable to contractor. <br />An equitabte adjustment in the contract price for paf(ial.ly completed items of work wiLt be <br />made, but such adjustment shatlnot inctude provision for ioss of anticipated profit on <br />deLetedoruncompietedwork. Terminationof thisAgreementbytheCountyatanytime <br />during the term, whether for defaul.t or convenience, shat[ not constitute a breach of contract <br />by the County. <br />15. Defense & lndemnityAgreement: <br />The Contractor agrees to and shal.l. defend, indemnify and hotd harmtess the County, its <br />AdditionaL lnsLtred's, appointed and etective olficers, agents and emptoyees, from and <br />against atl. Loss or expense, inctuding but not timited to judgments, setttements, attorney's <br />fees and costs by reason of any and al.t cl.aims and demands upon the County, its AdditionaI <br />lnsured's, its etected or appointed officiaLs, agents, or emptoyees for damages because of <br />personaI or bodil.y injury, incl.uding death at any time resutting theref rom, sustained by any <br />person or persons and on account of damage to property incLuding loss of use thereof, <br />whether such injury to persons or damage to property is due to the negLigence of the <br />Contractor, its sub-Contractors, its etected officers, employees or their agents, except on[y <br />such injuryordamage as shal.lhave been occasioned bythe sol.e negligence of the County, its <br />AdditionaL lnsured's, appointed or el.ected olficiaLs, agents, or empioyees. lt is further <br />provided that no LiabiLity sha[t attach to the County by reason of entering into this contract, <br />except as expressty provided herein. <br />16. lndustriaI lnsurance Waiver: <br />With respect to the performance of this Agreement and as to ctaims against the County, its <br />AdditionaL lnsured's, officers, agents and empl.oyees, the Contractor expressty waives its <br />immunity under TitLe 51 of the Revised Code of Washington, the lndustrial lnsurance Act, for <br />injuries to its empl.oyees and agrees that the obl.igations to indemnify, defend and hotd <br />harmtess provided in this agreement extend to any claim brought by or on behaLf of any <br />emptoyee of the Contractor. This waiver is mutuatLy negotiated hy the parties to this <br />Agreernent. <br />17. Venue and Choice of Law: <br />ln the event that any Litigation shoul,d arise concerning the construction or interpretation of <br />any of the terms of this Agreement, the venue of such action of titigation shatt be in the <br />Superior Court of the State of Washington ln and for the County of Kittitas. This Agreement <br />shat[ be governed by the law of the State of Washington. <br />Kittitas County ProfessionaI Services Agreement <br />Page B of 21