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13. Terminatlon fur Pefault: <br />tf ttre Contrac'tor defautts by failing to perform any of the obligations of the Agreement or <br />becsmes lnsolvent oris declarcd bankruptoroommlts any actof bardcuptcy or insolvenqr <br />or makes an assignment for the benefit of creditom, the Coun$ may, by depositlng written <br />notice tothe Co'rrtnactorin ilre U.S, mail, postage prepaid, termlnstetheAgrcement and at <br />the Countt's option, obtain performance of the wok ehewherc. lf the Agreement is <br />terminated fur default, the Gontractpt shall not be entitled to rceeive any further payments <br />under the Agreement until all work called br has been fully per{ormed. Any extra cost or <br />damage to the County resulting from such defau(s) shall be deducrted ftom any money due <br />orcoming duetofie Conlmctor. The Gontractorshallbearanyexfa expen$sincurred by <br />the County ln oompletlng the work, and all damage sustained, orwhich may be sustaind <br />by the County by rcason of such defaull <br />lf a notioeofterminationfordefaulthas been issuedand itislaterdeterminedforanyrcason <br />that the Corrtractorrmas not in dekult, he rights and obligat'rons of the parties shallbe the <br />same as !f the notice of termination had been lssued pursuant to the Ternination for Public <br />Convenienoo panag raph hermf. <br />1 4, Teminafion f-or Public Convenienc.e: <br />The County may tenninab the Agreernent in whole or in part whenever tfte County <br />determhes, in its sole dlscretlon that such terminatlon is in the best lnterests of lhe County. <br />Whenever the Agreement is terminated in accordance with this parqgraph, ilre Contnactor <br />shall be entitled to paynrent for actualwork performed at unit contnaot pnces for curnpleted <br />items of work. ln fire event of sudr termination, an equitable adiusfunent shatl be rnade ln <br />the oompensation payable to Contractor. <br />An equitable adjustment in the contrad price for partially completed ftems of work wlll be <br />made, but such adJustment shall not include provision fur loss of anticipated profit on deleted <br />or uncompleted work. Terminatbn of ttis Agreement by ffre County at any time during the <br />term, whether hr defuult or oorvenience, shnll not constitute a breach of mntract by the <br />County. <br />,I 5. Defensp & lndQ$-lnitu Aqreefnen!: <br />The Gontractor agrees to and strall defend, indemnify ard hold harmless the County, its <br />AddiHonat lnsurcds, appinted and elective ofricers, agents and employees, from and <br />agalnst all loss or expen$e, lncludlng but nd limlted to judgrnenk, settlements, attornet's <br />fees and cos{s by reason of any and all claims and dernand$ upon the Courty, fts Additional <br />lnsurcds, its electod orappointd officials, agents, and employeesfurdamages bemuseof <br />personal or bodily injury, includlng deah at atry time resulting therefom, sustalned by any <br />person or persons and on aocount of damage to property including loss of use thereof, <br />whether such lnjury to persons or damage to property is due to the negligenoe of the <br />Gontractor, lts sub-Contrac,lors, its elected offcerc, emplolees or fieh agents, except only <br />such iniury or damage as shall have been occasloned by the sole negligenco of the County, <br />Protusslonal Servlces Agreement (rev. Agn#2018tt <br />Page 6 of {8