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14. Termi for P ublic Convenience <br />The County may terminate the Agreement in whole or in parl whenever the County <br />determines, in its sole discretion that such termination is in the best interests of the Counti. <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 contraciprices for completed <br />items of work. ln the event of such termination, an equitable adjustment shall be made in <br />the compensation payable to Contractor. <br />An equitable adjustment in the contract price for parlially 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 Agreement by the County at any time during theterm, whether for default or convenience, shall not constitute a breach oi contract Oi ttre <br />County. <br />15 inatio Cha ndi lf the funds upon which the County relied toestablish any Program Agreement are withdrawn, reduced or limited, or if additional ormodified conditions are placed on such <br />by providing at least fifteen (15) calenda <br />shall be effective on the date specified i <br />16. Defense & lndemnitv Aqreement: <br />funding, the County may terminate this Agreement <br />r days written notice to the County. The termination <br />lhg _Contractor agrees to and shall defend, indemnify and hold harmless the County, itsAdditional lnsured's, appointed and elective officers, agents and employees, from-andagainst all loss or expense, including but not limited to judgments, setlements, attorney'sfees and costs by reason of any and all claims and demandJupon the county, its Additional <br />lnsured's, its elected or appointed officials, agents, or employees for damages because ofpersonal or bodily injury, including death at any time resuiting therefrom, srstained by anyperson or persons and on account of damage to property including loss of use thereoiwhether such injury to persons or damage io property ii due to i'he negligence of theContractor, its sub-Contractors, its elected officers, "rpioyeur or their agentr, except onlysuch injury or damage as shall have been occasioned by the sole neglige"nce of the iounti,its Additional lnsured's, appointed or elected officials, bgents, o1. ei1ploye"s, lt is furtherprovided that no liability shall attach to the County by reason of entering into this contract,except as expressly provided herein. <br />n the notice of termination <br />17 ustrial I nce Wa <br />With respect to the peformance of this Agreement and as to claims against the County, itsAdditional lnsured's, officers, agents and employees, the Contractorlxpressly waiveJ itsimmunity under Title 51 of the Revised Code of Washington, the lndustrial lnsurance Act,for injuries to its employees and agrees that the obligations to indemnify, defend and holdharmless provided in this agreementextend to anyilaim brought ny oion behalf of anyemployee of the Contractor. This waiver is mutually negotiateO nl the parties to thisAgreement. <br />Professional Services Agreement <br />Page 8