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13. Tgrrflinat!$ tur Default lf the Contractqr defaulte by failing to perform any of tho obligations of the Agrcement or becornes insolvent or is declared bankrupt or commits any act of bankruptcy or lnsolvency or makes an assignment for the henefit of creditors, the County may, by deposhing wrltten notlce to the Contractor in the U"$, mall, postago prepaid, termlnate the Agreement, and at the Count/s option, ohtain perbnnance of the work elsewhere. If the Agreement is termlnated for default, the Contractor shall not be entitled to receive any further payments under the {greement untll all work called for has been fully performed, Any extra cost or damage to the Gounty resulting from such default(s) shall be deducted from any rnoney due or coming due.to the Confactor. The Contractor shall bear any extra expenses incurrod by the County in oompleting the work, and all damage sustained, or which may be sustatned by the County by reason of suoh defautt. lf a notiaeof terminatlonfordefaull has been lssuod and ftis laterdetermlned forany reason that the Conlractor was not in default, the rlghts and obligations of tre pafties shall bo tho Bame as lf the notice of termlnatlon had been issued punsuantto the Termination forPublic Convenience paragraph hercof. 1 4. Termlnation&tPubllqggnvsnlsnco: The County may terminate the Agreement in vyhole or ln part whenever the County determines, In lts solo discretion that such termlnation ls ln tho best interestsof the County. Whenever lhe {greement js terrninated in accordance wlth thls paragraph, tre Contractor shall be entitled to payrnent for actual work performed at unit contnac{ prices for completed Item* of work. ln the event of such termination, an equltable adjustrnont shall be made in the cornpensation payable to Contnactor. An equltable adjustment in the contract prlce for partially completed items of work will be made, but such adjustment shall not include provlslon fur loss of anticipated proflt0n deleted or uncompteted work. Termination of this Agreement by the County at any tlrne durlng the term, whether fur default or convenience, shall not constitute a breach of contract by the County. 15. Defense & lndemnltyAgrqement: The Contraotor agrees to and shall defend, lndemnlfy and hold harmlsss the County, its Additional lnsureds, appolnted and elective offlorjrs, agents and ernployees, frorn and against all loss or expen$e, lncludlng but not limlted to fudgments, settlements, attornet's fees and costs by reason of any and all elaims and demands upon the County, its Additional lnsurcds, lts elected and appointed officlals, agents, and employees for damages because of personal bodlly inJury, lncludlng deattr at any time resulting therefmm, sustained by any person or persons snd on.account of damage to prcperty lncludlng loss of use thereof, whether such injury to persons or damage to property is due to the negligence of the Contraotor, its sub-Contractors, its elected officerc, employees or their agents, except only such inJury ordamage as shall have been occasloned by the sole nogligence of the County, Pnofeselonal Servlces Agreement (rev. O9l24n01l.8) Page 6 of 1S