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lf a notice of termination for defaul,t has been issued and it is Later determined for any reason that the Contractor was not in defautt, the rights and obtigations of the parties shatt be the same as if the notice of termination had been issued pursuant to the Termination for Pubtic Conven ience ParagraPh hereof ' 1 4. Temitrgtjsn-faJ:euhtic Conveniencq: The county mayterminate the Agreement in whoLe or in part wheneverthe county determines, in its soLe discretion that such termination is in the best interests of the County' whenever the Agreement is terminated in accordance with this paragraph' the contractor shatt be entitl.ed to payment for actuaI work performed at unit contract prices for compteted items of work. ln the event of such termination, an equitabl'e adjustment shal't be made in the compensation payabte to Contractor' An equitabte adjustment in the contract price for partialty compteted items of work witt be made, but such adjustment shal,L not incl.ude provision for loss of anticipated profit on deteted or uncomp[eted work. Termination of this Agreement by the County at any time during the term, whether for defaul.t or convenience, shat[ not constitute a breach of contract by the CountY. 1 5. Defense & lxdemljlyigtreemenl: The contractor agrees to and shatt defend, indemnify and hotd harmtess the county' its Additionat lnsured'S, appointed and eLective officers, agents and emptoyees' from and against al.l toss or expense, incl,uding but not timited to judgments, setttements' attorney's fees and costs by reason of any and al'l' ctaims and demands upon the County' its Additionai lnsured's, its etected or appointed officials, agents' or emptoyees for damages because of personaI or bodily injury, inctuding death ,t "ny time resutting theref rom' sustained by any person or persons and on account of damage io property including ioss of use thereof' whether such injury to persons or damage to property is due to the negligence of the Contractor, its sub-ContractorS, its el,ecied officers, employees or their agents' except onty such injury or damage as shal.l have been occasioned by the sote negtigence of the County' its Additional lnsured's, appointed or etected officials, agents' or emptoyees' lt is further provided that no Liabitity shatl' attach to the County by reason of entering into this contract' except as expressly provided herein' 16. lndusffat lnsuranc - --:-^.+h^ 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 under Titte 51 of the Revised code of washington' the lndustrial lnsurance Act' for injuries to its emptoyees and agrees that the obl'igations to indemnifu' defend and hotd harmtess provided in this agreement extend to any cLaim brought by or on behatf of any empLoyee of the contractor. This waiver is mutual,ty negotiated by the parties to this Agreement. Kittitas County Professional Services Agreement PaEe I ot 20