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makes an assignment for the benefit of creditors, the County may, by depositing written notice <br />to the Contractor in the U.S. mail, postage prepaid, terminate the Agreement, and at the <br />County's option, obtain performance of the work elsewhere. If the Agreement is terminated <br />for default, the Contractor shall not be entitled to receive any further payments under the <br />Agreement until all work called for has been fully performed. Any extra cost or damage to the <br />County resulting from such default(s) shall be deducted from any money due or coming due <br />to the Contractor. The Contractor shall bear any extra expenses incurred by the County in <br />completing the work, and all damage sustained, or which may be sustained by the County by <br />reason of such default. <br /> <br />If a notice of termination for default has been issued and it is later determined for any reason <br />that the Contractor was not in default, the rights and obligations of the parties shall be the <br />same as if the notice of termination had been issued pursuant to the Termination for Public <br />Convenience paragraph hereof. <br /> <br />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 the <br />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 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 /> <br />15. Defense & Indemnity Agreement: <br />The Contractor agrees to and shall defend, indemnify and hold harmless the County, its <br />Additional Insureds, appointed and elective officers, agents and employees, from and against <br />all loss or expense, including but not limited to judgments, settlements, attorney's fees and <br />costs by reason of any and all claims and demands upon the County, its Additional Insureds, <br />its elected or appointed officials, agents, or employees for damages because of personal or <br />bodily injury, including death at any time resulting therefrom, sustained by any person or <br />persons and on account of damage to property including loss of use thereof, whether such <br />injury to persons or damage to property is due to the negligence of the Contractor, its sub- <br />Contractors, its elected officers, employees or their agents, except only such injury or damage <br />as shall have been occasioned by the sole negligence of the County, its Additional Insureds, <br />appointed or elected officials, agents, or employees. It is further provided that no liability shall <br />attach to the County by reason of entering into this contract, except as expressly provided <br />herein. <br /> <br />16. Industrial Insurance Waiver: