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1 3, Te,mi[qlion fqf DefaUJ!: lf the Contractor defaulb by falling to perform any of the obligation$ of the Agreement or becomes insolvent or is declared bankrupt or cornmits any act of bankruptcy or lneolvency or makes an assignment for the benefit of creditors, the CountV mf,V, by depositing writen notlce to the Contraetor ln the U.S. mall, postage prepald, tennlnate the Agreement, and at the County's option, obtain performance of the wofk elsewhere. lf the Agrooment ls terminated for default, the Gontractor shall not be entftled to receive any further paymenis under the Agreement until all work called for has been fully performed. Any extra coet or damage to the County resulting from such defautt(s) shall be deducted fiom any money due or coming due to the Contractor. The Contractor shall bear any extra expense$ incuned by the County ln completing the work, and all damage sustalned, or which may be sustalned by the County by reason of such default, lf a notice of terminatlon for defauft has been issued and it is later determined for any reason that the Contractor was not irr default, he fights and obligations of the parties shall be the same as lf the notlce of tormination had been lssued pursuant to the Termlnatlon fur Publlc Convenience parag raph hereof. 14, fermlnatlon for Public Convenience: The County rnay terrnlnate the {greement in whole or in part whenever the County determines, ln lte solo discrstion that such termination ls ln the best intercsts of the County, Whenever the Agreement ls tenninated in accnrdance with this paragnaph, the Contrsctor shall be entitled to payrnent for ac{ual woft performed at unit contract prlces for completed items of work. ln the event of such termination, an equitable adJustment shall be made in the compensation payable to Contnactor, An equitable adjustment in tha contract price for partlally completed ltems of work will be made, but such adjustment shall not lnclude pruvision for loss of antioipated proflt on doleted or uncompleted work. Termination of this Agreernent by ttre County at any time durlng the term, whether for default or convenience, shall not constltute a breach of contract by the County. 15. Defense & lndemnityAsreement: The Contractor agrees to and shall defend, indemnify and hold harmless the County, its Additional lnsureds, appointed and elective officers, agents and employoe$, from and against all loss or expense, lncluding but not llmlted to judgments, settlements, attorney's fees and costs by rcason of any and all claims and demands upon the County, ItsAdditional lnsureds, its elected or appolnted offlclals, agonts, and employees furdamages because of personal or bodily lrilury, tncluding death at any time resulting therefrom, sustqined by any percon or persons and on amount of damage to property inoludlng loss of use thercof, whether such lnjury to persons or damage to prcperty is due to the negligenco of the Contractor, its sub-Contractors, its eleoted officers, employeee or thelr agents, except only such inJury ordamage as shall have been occasioned hy the sole negligence of the Gounty, Prcfeesional Sorvlces Agreement (rev. 0512412018) Fage 6 of 18