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13.Termination for Default: <br />If the Contractor defaults by failing to perform any of the obligations of the Agreement or <br />becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency <br />or makes an assignment for the benefit 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 shall not be entitled to receive any further payments <br />under the 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 due <br />or coming due to the Contractor.The Contractor shall bear any extra expenses incurred by <br />the County in completing the work,and all damage sustained,or which may be sustained <br />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 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 />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 <br />the compensation payable to Contractor. <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 />15.Defense &Indemnity Aareement: <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 />against all loss or expense,including but not limited to judgments,settlements,attorney's <br />fees and costs by reason of any and all claims and demands upon the County,its Additional <br />Insureds,its elected or appointed officials,agents,or employees for damages because of <br />personal or bodily injury,including death at any time resulting therefrom,sustained by any <br />person or persons and on account of damage to property including loss of use thereof,whether such injury to persons or damage to property is due to the negligence of the <br />Contractor,its sub-Contractors,its elected officers,employees or their agents,except only <br />such injury or damage as shall have been occasioned by the sole negligence of the County, <br />its Additional Insureds,appointed or elected officials,agents,or employees.It is further <br />Professional Selvices Agreement (rev.09/24/2018) <br />Page 9 of 20