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14. Termination for Public Convenience; <br />The County may terminate the Agreement in whole or in part whenever the County <br />determines, in its sole discretion that such termination is in the best interests of the <br />County. Whenever the Agreement is terminated in accordance with this paragraph, the <br />Contractor shall be entitled to payment for actual work performed at unit contract prices for <br />completed items of work. In the event of such termination, an equitable adjustment shall <br />be made in the compensation payable to Contractor. <br />An equitable adjustment in the contract price for partially completed items of work will be <br />made, but such adjustment shall not include provision for loss of anticipated profit on <br />deleted or uncompleted work. Termination of this Agreement by the County at any time <br />during the term, whether for default or convenience, shall not constitute a breach of <br />contract by the County. <br />15. Termination Due to Change in Funding. If the funds upon which the County relied to <br />establish any Program Agreement are withdrawn, reduced or limited, or if additional or <br />modified conditions are placed on such funding, the County may terminate this Agreement <br />by providing at least fifteen (15) calendar days written notice to the contractor. The <br />termination shall be effective on the date specified in the notice of termination. <br />16. Defense & Indemnity Agreement: <br />The Contractor agrees to and shall defend, indemnify and hold harmless the County, its <br />Additional Insured's, appointed and elective officers, agents and employees, from and <br />against all loss or expense, including but not limited to judgments, settlements, attorney's <br />fees and costs by reason of any and all claims and demands upon the County, its <br />Additional Insured's, its elected or appointed officials, agents, or employees for damages <br />because of personal or bodily injury, including death at any time resulting therefrom, <br />sustained by any person or persons and on account of damage to property including loss <br />of use thereof, whether such injury to persons or damage to property is due to the <br />negligence of the Contractor, its sub -Contractors, its elected officers, employees or their <br />agents, except only such injury or damage as shall have been occasioned by the sole <br />negligence of the County, its Additional Insured's, appointed or elected officials, agents, or <br />employees. It is further provided that no liability shall attach to the County by reason of <br />entering into this contract, except as expressly provided herein. <br />17. Industrial Insurance Waiver: <br />With respect to the performance of this Agreement and as to claims against the County, its <br />Additional Insured's, officers, agents and employees, the Contractor expressly waives its <br />immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, <br />for injuries to its employees and agrees that the obligations to indemnify, defend and hold <br />harmless provided in this agreement extend to any claim brought by or on behalf of any <br />Professional Services Agreement <br />Page 8 <br />