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5,. The County may terminate the Agreement in whol'e 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 shatL be entitted to payment for actuat work performed at unit contract prices for comp[eted items of work. ln the event of such termination, an equitabl'e adjustment shatl be made in the compensation payabl'e to contractor' An equitabl.e adjustment in the contract price for partiaLl,y compteted iterns of work witt be made, but such adjustment shatt not inctude provision for toss of anticipated profit on de1eted or uncompteted work. Termination of this Agreement by the County at any time during the term, whether for defaul.t or convenience, shatl not constitute a breach of contract bythe CountY. 1 5' D-elefls-s-&-indemribrAgrgsrrrre nt: The contractor agrees to and shatl, defend, indemnify and hol'd harmtess the county, its Additiona[lnsured's, appointed and etective officers, agents and emptoyees' from and against atL toss or expense, including but not timited to judgments, setttements' attorney'S fees and costs by reason of any and attctaims and demands upon the County' its Additionat lnsured'S, its etected or appointed officiats, agents, or emptoyees for damages because of personal or bodiLy injury, inctuding death at any time resutting therefrom, sustained by any person or persons and on account of damage to properly including loss of use thereof' whethersuch injuryto persons ordamage to property is due tothe negtigence of the Contractor, its sub-Contractors, its etecled officers, emptoyees or their agents, except onty such injury or damage as shatl have been occasioned by the soLe negtigence of the county' its Additional. lnsured's, appointed or etected officiats, agents, or emptoyees' lt is further provided that no tiabitity shaLt attach to the County by reason of entering into this contract' except as expressty provided herein. 1 6. I nd u,:lrial.ins-ura.nce-lV-a ver: with respect to the pedormance of this Agreement and as to ctaims against the county' its Additionat lnsured's, officers, agents and empl.oyees, the Contractor expressty waives its immunity underTitl,e 51 of the Revised code of washington, the lndustrial lnsurance Act' for injuries to its emptoyees and agrees that the obtigations to indemnify, defend and hotd harmLess provided in this agreement extend to any ctaim brought by or on behatf of any empl,oyee of the Contractor. This waiver is mutualty negotiated by the parties to this Agreement. 1 7. V-enlie,and-Choics o-l Law: ln the event that any Liti$ation shoutd arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action of Litigation shall' be in the Superior court of the state of washington in and for the county of Kittitas' This Agreement shalt be governed by the taw of the State of Washington' l<ittitas Co unty ProfessionaI Services Agreement Page8of19