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Agreement PD 2026 lf a notice of termination for default has been issued and it is later determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. 14. Termination for blic Convenience The County may terminate the Agreement in whole or in part whenever the 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 shall be entitled to piyment for actualwork performed at unit contract prices for completed items of work. ln the event of such termination, an equitable adjustment shall be made in the compensation payable to Contractor. An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this Agreement by the County at any time during the term, whetherfor default or convenience, shall not constitute a breach of contract by the County. 15. Defense &ln nitv Aoreement: The Contractor agrees to and shall defe nd, indemnify and hold harmless the County, its Additional lnsured's, appointed and elective officers, agents and employees, from and against all loss or expense, including but not limited to judgments, settlements, attorney's fees and costs by reason of any and all clai ms and demands upon the County, its Additional lnsured's, its elected or appointed officials, agents, or employees for damages because of personal or bodily injury, including death at any time resulting therefrom , sustained by any person or persons and on account of damage to property including loss of use thereof,whether such injury to persons or damage to property is due to the negligence of the Contractor,its sub-Contractors, its elected officers, employees or their agents, except only such injury or damage as shall have been occasioned bY the sole negligence of the County, its Additional lnsured's, appoi employees. lt is further provided that no liability shall attach to into this contract, except as expressly provided herein. nted or elected officials, agents, or the County by reason of entering 16. lndustrial In rance Waiver: With respect to the performance of this Agreement and as to claims against Additional lnsured's, officers, agents and employees, the Contractor expressly wa under Title 51 of the Revised Code of Washington, the lndustrial lnsurance Act, the County, its ives its immunity for injuries to its interpretation of any of in the Superior Court of hall be governed by the employees and agrees that the obligations to indemniff, defend and hold harmless provided in this agreement extend to any claim brought by or on behalf of any employee of the Contractor. This waiver is mutually negotiated by the parties to this Agreement. 17. Venue and oice of Law: ln the event that any litigation should arise concerning the construction or the terms of this Agreement, the venue of such action of litigation shall be the State of Washington in and for the County of Kittitas. This Agreement s law of the State of Washington Professional Services Agreement Page 6