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14. Termination for Public Convenience: TheCountymayffimentinwholeorinpartwhenevertheCounty 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 entifled to payment 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 item,s of work will be made, but such aOiustment 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, whether for default or convenience, shall not constitute a breach of contract by the County. 15 ue to etn lf the funds upon which the County relied to establish anY Program Agreement are withdrawn,reduced or limited, or if additional or modified cond itions are placed on such funding, the County may terminate this Agreement by providing at least fifteen (15) calendar days written notice to the County. The termination shall be effective on the date specified in the notice of termination Professional Services Agreement Page 8 16. Defense & lndemnitY Agreement: The Contractor agrees to and shall defend, 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 claims and demands upon the county, its Additional lnsured's, its electeJ or appointed officials, agents, or employees for damages because of p"iion"t or bodily iniury, including death at any time resulting therefrom, sustained by any person or personr ind on account of damage to property including loss of use thereof' whether such injury to persons or damag" to property is due to the negligence of the Contractor, its sub-bontiactors, its electedtfficers, employees or their agents, except only such injury or damage as shall have been occasioned by the sole negligence of the county, its Additional lnsurei's, appointed or elected officials, agents, or employees' lt is further piovided that no liability shall attach to the County by reason of entering into this contract' except as expressly provided herein. 17. lndustrial lnsurance Waiver: with respect to thfr;Erm-ance of this Agreement and as to claims against the county, its Additional lnsured's, offibers, agents and-employees, the contractor expressly waives its immunity under Tifle 51 of the Revised code of washington, the lnduslrial lnsurance Act, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this agreement extend to any ctaim brought by or on behalf of any employee'of the contractor. This waiver is mutually negotiated by the parties to this Agreement.