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P.e 1 3. Termination for Default: lf theConbactordefaultsbyfailingtoperformanyof ffreobligationsof the Agreement or becomes insolvent oris declared bankruptorcommits any act of bankruptcy or insdvency or makes an assignrnentforthe benefitof creditors, the County may, bydepositing written notice to the Confactor in the U.S- mail, postage prepaid, tenninate the Agreement, and d the County's option, obtain performance of the work elsewhere. lf the Agreement is terminated fordefault, the Contractorshallnotbeentitled to receive anyfurther payments undertheAgreementuntilallworftcalledforhas beenfullyperforrned. Any extra cost or damage to the County resulting frorn sudr default(s) shall be deducted from an y money due or coming due to the Contractor. The Contractor shall bear any extra expenses incuned by the County in completing the work, and alldamage sustained, orwhid'r may be susbined bythe Countybyreason of such defaull lf a notice of termination for default has been issued and it is later determined for any reason th atthe Confactorwas not in default, he rights and obligations of tre parties sh all be the same as if th e notice of termin ation had been issued pursuant to the Termination for Pu blic Convenience parag rttph hereof. 14.Terminatio nfo r ic Convenience The County may terminate the Agreernent in whole or in part whenever the County detennines, in its sole discretion that such termination is in the best interests of the County. WlrenevertheAgreementislerminated in accordancewiflr th is paragraph, the Contractorshallbe entitled to paymentforactualwork performed at unitcontract prices for completed items of work. ln the eventof such termtnation, an equitable adjustment shall be made in the compensation payable to Contractor- An equiiableadjustmentin thecontractpriceforpartiallycompleted items of work will be made, but such adjustment shatl not include provision for loss of anticipated profit on deleted or uncompleted work. Tenrrination of this Agreernent by the County at any time during the term, whetherfor default or convenience, shall not constitute a breach of contract bythe County. '1 5. Defense & lndemnityAqreeme..nt: The Contractor agrees to and shall defend, indennnify and hold harmless th e Gounty, its Additional lnsureds, appointed and elective officers, agents and employees, from and against all loss or expense, including but not limited to judgments, setflement:s, attorn ey's fees and costs by reason of any and all claims and demands upon the County, its Additional lnsureds, its elected orappointed officials, agents, orernployees f or damages because of personal or bodily injury, including death at any time resulting therefrom, sustainedbyanypersonorpersonsandonaccountof damagetoproperlyincluding loss of use thereof, whether such injury to persons or damage to property is due to the negligence of the Contractor, its sub-Contractors, its elected off cers, employees or th eir agents, except only such injury or damage as shall have been occasioned by the sole negligence of the County, its Additional ln sureds, appointed or elected officials, agents; or P ro f ess i o nal Servi ces Ag reern e nt (rev. Og I 24 f2O1 B) Page 6 of 17