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Contractor in the U.S. mail, postage prepaid, terminate_ the Agreement, and at the County's option,
<br />obtain performance of the work elsewhere. If the Agreement is terminated for default, the
<br />Contractor shall n—o be entitl-e o�eceive any uur her payments underthe � he Agreement until all work
<br />called for has been fully performed. Any extra cost or damage to the County resulting from such
<br />default(s) shall be deducted from any money due or coming due to the Contractor. The Contractor
<br />shall bear any extra expenses incurred by the County in completing the work, and all damage
<br />sustained, or which may be 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 reason that
<br />the Contractor was not in default, the rights and obligations of the parties shall be the same as if
<br />the notice of termination had been Issued pursuant to the Termination for Public Convenience
<br />paragraph hereof.
<br />14. Termination for Public Convenience:
<br />The County may terminate the Agreement in whole or in part whenever the County determines,
<br />in its sole discretion that such termination is in the best interests of the County. Whenever the
<br />Agreement is terminated in accordance with this paragraph, the Contractor shall be entitled to
<br />payment for actual work performed at unit contract prices for completed items of work. In the event
<br />of such termination, an equitable adjustment shall be made in the compensation payable to
<br />Contractor.
<br />An equitable adjustment in the contract price for partially completed items of work will be made,
<br />but such adjustment shall not include provision for loss of anticipated profit on deleted or
<br />uncompleted work. Termination of this Agreement by the County at any time during the term,
<br />---^ whetWe-oTdefa-ult or co venle ce, shaall-ry-ot co-mstituta-a breaciT-of-cantract-by-the Count . ----
<br />16. Defense & Indemnify regiment:
<br />The Contractor agrees to and shall defend, indemnify and hold harmless the County, its Additional
<br />Insured's, appointed and elected officers, agents and employees, from and against all loss or
<br />expense, including but not limited to judgments, settlements, attorney's fees and costs by reason
<br />of any and all claims and demands upon the County, its Additional Insured's, its elected or
<br />appointed officials, agents, or employees for damages because of personal or bodily injury,
<br />including death at any time resulting therefrom, sustained by any person or persons and on
<br />account of damage to property including loss of use thereof, whether such injury to persons or
<br />damage to property is due to the negligence of the Contractor, its sub -Contractors, its elected
<br />officers, employees or their agents, except only such injury or damage as shall have been
<br />occasioned by the sole negligence of the County, its Additional Insured's, appointed or elected
<br />officials, agents, or employees. It is further provided that no liability shall attach to the County by
<br />reason of entering into this contract, except as expressly provided herein. The County reserves
<br />the right, but not the obligation, to participate in the defense of any claim, damages, losses or
<br />expenses and such participation shall not constitute a waiver of Contractor's indemnity obligations
<br />under this Agreement.
<br />16. Industrial Insurance Waiver:
<br />With respect to the performance of this Agreement and as to claims against the County, its
<br />Additional Insured's, officers, agents and employees, the Contractor expressly waives its immunity
<br />Professional Services Agreement
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