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or coming due to the Contractor. The Contractor shat[ bear any extra expenses incurred by <br />the County in compteting the work, and atl damage sustained, or which may be sustained by <br />the County by reason of such defautt. <br />lf a notice of termination for defautt has been issued and it is later determined for any reason <br />that the Contractor was not in defautt, the rights and obl,igations of the parties shatl be the <br />same as if the notice of termination had been issued pursuant to the Termination for Pubtic <br />Convenience paragraph hereof. <br />14. Termination for Pubtic Convenience: <br />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 />shatt be entitted to payment for actuatwork performed at unit contract prices for compteted <br />items of work. ln the event of such termination, an equitabte adjustment shatt be made in the <br />compensation payabte to Contractor. <br />An equitabte adjustment in the contract price for partial,ty compteted items of work witt be <br />made, but such adjustment shatt not inctude provision for [oss of anticipated profit on <br />del.eted or uncompteted work. Termination of this Agreement by the County at any time <br />during the term, whether for defautt or convenience, shat[ not constitute a breach of contract <br />bythe County. <br />15. Defense & lndemnityAgreement: <br />The Contractor agrees to and shatl defend, indemnify and hol,d harml,ess the County, its <br />Additionatlnsured's, appointed and etective officers, agents and emptoyees, from and <br />against at[ loss or expense, inctuding but not Limited to judgments, setttements, attorney's <br />fees and costs by reason of any and atl ctaims and demands upon the County, its Additional <br />lnsured's, its etected or appointed officiats, agents, or emp[oyees for damages because of <br />personal or bodity injury, inctuding death at any time resutting therefrom, sustained by any <br />person or persons and on account of damage to property inctuding loss of use thereof, <br />whether such injury to persons or damage to property is due to the negtigence of the <br />Contractor, its sub-Contractors, its etected officers, emptoyees or their agents, except onty <br />such injury or damage as shatl have been occasioned by the sote negtigence of the County, its <br />Additional. lnsured's, appointed or etected officiats, agents, or emptoyees. lt is further <br />provided that no tiabitity shatl attach to the County by reason of entering into this contract, <br />except as expressty provided herein. <br />16. lndustriat 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 emptoyees, the Contractor expressty waives its <br />Kittitas County ProfessionaI Services Agreement <br />Page 8 of 22