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13. Termination for Default: <br />If the Contractor defaults by failing to perform any ofthe obligations of the Agreement or <br />becomes insolvent oris declared bankrupt or commits any act of bankruptcy or insolvency <br />or makes an assign mentforthebenefit of creditors, the County may, by depositing written <br />notice to the Contractor in the U.S. mail, postage prepaid, terminate the Agreement, and at <br />the County's option, obtain performance of the work elsewhere. If the Agreement is <br />terminated for default, the Contractor sh al I n of be en titled to receive any further payments <br />underthe Agreement until all work called for has been fully performed. Any extra cost or <br />damage to the County resulting from such default(s) shall be deducted from any money <br />due or coming due to the Contractor. The Contractor shall bear any extra expenses <br />incurred by the County in completing the work, and all damage sustained, orwhich may be <br />sustained by the County by reason of such default <br />If a notice of termination for default has been issued and it is later determined for any <br />reason thatthe Contractorwas not in default, the rights and obligations of the parties shall <br />be the sameas if the noticeof termination had been issued pursuant to the Termi nab on for <br />Public Convenience paragraph hereof. <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 <br />County. Wheneverthe Agreement is terminated in accordancewith th is paragraph, the <br />Contractorshall be entitled to payment for actual work performed at unitcontract pricesfor <br />completed items of work. In the eventof such termination, an equitable adjustment shall <br />be made in the compensation payable to Contractor_ <br />An equ itable adjustment in the contract price for partially completed items of work w i 11 be <br />made, but such adjustment shall not include provision for loss of anticipated profit on <br />deleted or uncompleted work. Termination of this Agreement by the County at any time <br />during the term, whether for default or convenience, shall not constitute a breach of <br />contract by the County. <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 <br />againstall loss orexpense, including but notlimited to judgments, settlements, attorney's <br />fees and costs by reason of any and all claims and demands upon the County, its <br />Additional Insureds, its elected orappointed officials, agents, oremployees for damages <br />because of personal or bodily injury, including death at any time resulting therefrom, <br />sustained by any person or persons and on accountof damage to property including loss <br />of use thereof, whether such injury to persons or damage to property is due to the <br />negligence of the Contractor, its sub -Contractors, its elected officers, employees or their <br />agents, except only such injury or damage as shall have been occasioned by the sole <br />negligence of the County, its Additional Insureds, appointed orelected officials, agents, or <br />Professional Services Agreement (rev. 09124/2018) <br />Page 6 of 17 <br />