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14. Termination for Public Convenience: The County may terminate the Agreement in whole or in part whenever the County 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 entitled to payment for actual work performed at unit contracl 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 items of work will be made, but such adjustment 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 oi contract ny tne County. 15. Tgnninqtion Due to Change in Fundins, lf the funds upon which the County relied to establish any Progranr Agreement are withclrawn, reduced or limited, or if additional or modified conditions 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 efiective on the date specified in the notice of termination. 16. Defense & lndenrfritv Aq_reeme0t: The 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, setflements, attorney's fees and costs by reason of any and all claims and demandJupon the county, its Additional lnsured's, its elected or appointed officials, agents, or employees for damages because ofpersonal or bodily injury, including death at any time resuiting therefror, t1-irt"in"d by anyperson or persons and on account of damage to property including loss of use thereof,whether such injury to persons or damage to property ii Oue to the negligence of theContractor, its sub-Contractors, its elected officers, empioyees or their "g";tr] except onlysuch injury or damage as shall have been occasioned by the sole neglige"n." o? the iounti,its Additional lnsured's, appointed or elected officials, bgents, or eirp"loyees. lt is furtherprovided that no liability shall attach to the County by reJson of entering into this contract,except as expressly provided herein. 17. lndustrial lnsurance Waiver: With respect to the performance of this Agreement and as to claims against the County, itsAdditional lnsured's, officers, agents and employees, the Contractorlxpressly waives itsimmunity under Title 5'l of the Revised Code of Washington, the lndustiial lnsurance Act,for injuries to its employees and agrees that the obligations to indemnify, defend and holdharmless provided in this agreement extend to anyitaim brought Ov oion behalf of anyemployee of the Contractor, This waiver is mutually negotiatld ny tne parties to thisAgreement. Professional Services Agreement Page 8