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TheCountymayterminatetheAgreementinwhol'eorinpaftwhenevertheCounty 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 shal"l" be entitLed to payment for actuat work performed at unit contract prices for completed items of work. ln the event of such termination, an equitabte adjustment shatt be made in the compensation payabte to Contractor' An equitabte adjustment in the contract price for partiatl'y compl'eted items of work wiLt be made, but such adjustment shatt not inciude provision for loss of anticipated profit on deteted or uncompl,eted work. Termination of this 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. r s. Oelense_&ln_demn.iJyigreeneff : The contractor agrees to and shalt defend, indemnify and hotd harmtess the county' its Additional.lnsured's, appointed and eLective officers, agents and emptoyees' from and against att Loss or expense, incl,uding but not timited to judgments' setttements' attorney's fees and costs by reason of any and al.L c[aims and demands upon the county' its Additional lnsured'S, its etected or appointed officiats, agents, or emptoyees for damages because of personal or bodi1y injury, inctuding death at any time resutting therefrom' sustained by any person or persons and on account of damage io property inctuding loss of use thereof' whether such injuryto persons or damage to property is due to the negtigence of the ContraCtor, its sub-ContraCtorS, its eLecied officers, empl'oyees or their agents' except onty such injury or damage as shal.l, have been occasioned by the sote negtigence of the county' its Additionat lnsured'sl appointed or etected officials, agents, or employees' lt is further provided that no Liabitity shal,t attach to the County by reason of entering into this contract' except as expressty provided herein' 1 6. bld u-sjd-alln-$-ura nc-e--\rya.lvsr: withrespecttotheperformanceofthisAgreementandastoctaimsagainstthecounty'its Additional.lnSured'S, officers, agents anO-empfoyees' the Contractorexpresslywaives its immunity under Titie 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 harmtess provided in this agreement extend to any ctaim brought by or on behal'f of any empl.oyee of the contractor. This waiver is mutual'ty negotiated by the parties to this Agreement. fi . Wn a.e a n"d-C_halee. gf-L-a.w: ln the event that any Litigation shoutd arise concerning the construction or interpretation of any of the terms ot inis Agr"".*nt, the venue of such action of titigation shal'l be in the Superior Cout-t of the Staie of Washington in and for the County of Kittitas' This Agreement shal.t be governed by the taw of the State of Washington' Kittitas County ProfessionaL services Agreement Page 8 of 20