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12.5 <br />1 3. Temination fur Default: <br />lf the Conttac{or defaults by failirg to perbrm any of ttre obligations of the {greement or <br />becomEs insolvent or is declarcd bankrupt or commits any actof bankruptcy oi lnsolvency <br />or makes an assignment br the benefit of creditors, the County may, by deilositing written <br />notice to the Confac{or in the U.S. malt, postage prepaid, terminatethaAgiemenl, and at <br />the Countfs option, obtaln performance of the work elsewhere. lf the Agreement is <br />terminated br default, the Gontrac'tor shall not be entitled to reoeive any furtrer payments <br />under he Agrcement until allwork called br has been fully performed. Any extra cost or <br />damage to tre County resulting firom such default(s) shall be deduciled ftom any money <br />due or coming due to the Contnac'tor. ThE Contractor shall bear any exba expenses <br />incuned by the Coun$ in oompleting the work, and all damage sustained, or wtrich may be <br />sustained bythe Gounty by reason of such deEult. <br />lf a notice of tennination fur default has been issued and it is later determined br any <br />reason thatthe Gontnac,torwas not in default, the dghb and obligations of the parties shall <br />be the same as if the notice of termination had been issued purcuantto the Temination br <br />Publlc ConveniEne paragnaph hereof. <br />14. Term.hntion for Public Co0yenlence: <br />The Coun$ may terminate the Agreement in whole or in part whenever the County <br />detemines, in its sole discretion that suoh terminaton is in the best interesb of the <br />County. Whenever the Agreement is temlnated in acoordance wifr this paragnaph, the <br />Conhac{or shall be entitled to payment for adualwoft perbrmed at unit conbactprices for <br />completed ltems of work. ln the event of suctr termination, an equihble adjusfinent shall <br />be made in the compensaton payable to Gonhac'tor. <br />An equitable adiustnent in the contrast pdce br partially completed ilems of work will be <br />made, but sudt adjusfinent shall not include prcvision fur loss of anticipated profit on <br />deleted or uncompleted work. Terminaffon of this Agrcement by the County at any time <br />during 0te term, whetrer for default or conveniencE, shall not constitute a breactr of <br />contnact by tha County. <br />15. Debnse & lndemnitvAoreement: <br />]hg Contnactor agrees to and shall deFnd, indemniff and hoH harmless the Gounty, its <br />Additional lnsureds, appointed and elEctive officels, agents and employees, ftom- and <br />agalnst all lose or expsnse, including but not limited to judgmerils, settlements, afiomey's <br />change Notice hat does not set furtr any acceptable adjusffnent, submit to <br />the County a wdtten statement sefting brflr any adjustnent claimed. <br />lf any change results in a decrEase in the work performed, contracfor shall <br />be entitled to oompensation associatsd wih changing the work, such as <br />revising design alrcady completed, revising calculations already performed, <br />and revising documenb. <br />Prstbsslonal SeMcee Agrcement (lev. OSn4n0/.B) <br />Pago 0 ot 17