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<br />Professional Services Provisional Agreement <br />Page 8 <br />same as if the notice of termination had been issued pursuant to the Termination for Public <br />Convenience paragraph hereof. <br /> <br /> <br /> <br /> <br />14. Termination for Public Convenience: <br />The County may terminate the Provisional Agreement in whole or in part whenever the <br />County determines, in its sole discretion that such termination is in the best interests of the <br />County. Whenever the Provisional Agreement is terminated in accordance with this <br />paragraph, the Contractor shall be entitled to payment for actual work performed at unit <br />contract prices for completed items of work. In the event of such termination, an equitable <br />adjustment shall be made in the compensation payable to Contractor. <br /> <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 deleted <br />or uncompleted work. Termination of this Provisional Agreement by the County at any time <br />during the term, whether for default or convenience, shall not constitute a breach of contract <br />by the County. <br /> <br />15. Termination Due to Change in Funding. If the funds upon which the County relied to <br />establish any Program Provisional Agreement are withdrawn, reduced or limited, or if <br />additional or modified conditions are placed on such funding, the County may terminate this <br />Provisional Agreement by providing at least fifteen (15) calendar days written notice to the <br />County. The termination shall be effective on the date specified in the notice of termination. <br /> <br /> 16. Defense & Indemnity Provisional 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 Additional <br />Insured’s, its elected or appointed officials, agents, or employees for damages because of <br />personal or bodily injury, including death at any time resulting therefrom, sustained by any <br />person or persons and on account of damage to property including loss of use thereof, <br />whether such injury to persons or damage to property is due to the negligence of the <br />Contractor, its sub-Contractors, its elected officers, employees or their agents, except only <br />such injury or damage as shall have been occasioned by the sole negligence of the County, <br />its Additional Insured’s, appointed or elected officials, agents, or employees. It is further <br />provided that no liability shall attach to the County by reason of entering into this contract, <br />except as expressly provided herein. <br /> <br />17. Industrial Insurance Waiver: <br />With respect to the performance of this Provisional Agreement and as to claims against the <br />County, its Additional Insured’s, officers, agents and employees, the Contractor expressly