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lf a notice of termination for defauLt has been issued and it is l,ater determined for any reason that the Contractor was not in defaul.t, the rights and obl.igations of the parties shatl be the same as if the notice of termination had been issued pursuant to the Termination for Pubtic Convenience ParagraPh hereof. 14. Termination for Pubtic Convenience: The county may terminate the Agreement in whol.e or in part whenever the 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,l. be entitLed to payment for actual. 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 compensation payabte to Contractor- An equitabte adjustment in the contract price for partiatty completed items of work wil't be made, but such adjustment shal.l. not inctude provision for Loss of anticipated profit on del.eted or uncompl.eted work. Termination of this Agreement by the County at any time during the term, whether for defauLt or convenience, shaLl. not constitute a breach of contract by the County. 15. Defense & lndemnity Agreement: The Contractor agrees to and shaU, defend, indemnify and hol'd harml'ess the County, its Additiona[lnsured's, appointed and e[ective officers, agents and emp[oyees, from and against aLl. Loss or expense, inctuding but not Limited to judgments, setttements, attorney'S fees and costs by reason of any and aLt ctaims and demands upon the county, its Additional' lnsured'S, its eLected or appointed official.s, agents, or empl'oyees for damages because of persona[ or bodiLy injury, incl.uding death at any time resutting therefrom, sustained by any person or persons and on account of damage to property incLuding I'oss of use thereof, whether such injury to persons or damage to property is due to the negtigence of the Contractor, its sub-Contractors, its etected officers, emptoyees or their agents, except on[y such injury or damage as shal,L have been occasioned by the sol'e negl'igence of the County, its Additional. lnSUred'S, appointed or etected officiaLs, agents, or emptoyees' lt is further provided that no tiabitity shal.l, attach to the County by reason of entering into this contract, except as expressl.y provided herein 16. lndustriat lnsurance Waiver: With respect to the performance of this Agreement and as to ctaims against the County, its Additional. lnsured's, officers, agents and emptoyees, the Contractor expressty waives its immunity underTitLe 51 of the Revised Code of Washington, the Industrial lnsurance Act, for injuries to its empLoyees and agrees that the obl.igations to indemnify, defend and hol'd harmtess provided in this agreement extend to any cl.aim brought by or on behal'f of any emp1oyee of the Contractor. This waiver is mutuaLty negotiated by the parties to this Agreement" Kittitas County Professiona I Services Agreement Page 8 of 20