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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 County. <br />Whenever the Agreement is terminated in accordance with this paragraph,the Contractor <br />shall be entitled to payment for actual work performed at unit contract prices for completed <br />items of work.In the event of such termination,an equitable adjustment shall be made in <br />the compensation payable to Contractor. <br />An equitable adjustmentin the contract price for partially completed items of work will be <br />made,but such adjustmentshall not include provision for loss of anticipated profit on deleted <br />or uncompleted work.Termination of this Agreement by the County at any time during the <br />term,whether for default or convenience,shall not constitute a breach of contract by the <br />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establish any Program Agreement are withdrawn,reduced or limited,or if additional or 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 County.The termination <br />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 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 />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 />employee of the Contractor.This waiver is mutually negotiated by the parties to this <br />Agreement. <br />Professional Services Agreement <br />Page 8