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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 PublicConvenienceparagraphhereof. <br />14.Termination for Public Convenience: <br />The County may terminate the Agreement in whole or in part whenever the Countydetermines,in its sole discretion that such termination is in the best interests of the County.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 adjustmentshall be made in <br />the compensation payable to Contractor. <br />An equitable adjustmentin 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,whetherfor default or convenience,shall not constitute a breach of contract by theCounty. <br />14.A Termination for Contractor Convenience: <br />The Contractor may terminate the Agreement in whole or in part whenever the Contractordetermines,in its sole discretion that such termination is in the best interests of the <br />Contractor.Whenever the Agreement is terminated in accordance with this paragraph,theContractorshallbeentitledtopaymentforactualworkperformedatunitcontractpricesfor <br />completed items of work.In the event of such termination,an equitable adjustmentshall be <br />made in 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 Contractor at any time during <br />Professional Selvices Agreement <br />Hopesource <br />Page 6 of 20