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'12.5 13. Termination for Default: f tne Contractor Oefauns Uy failing to perform any of the obligations of the Agreement or becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, the County may, by depositing written notice to the Confractor in the U.S. mail, postage prepaid, terminate the Agreement, and at the County's option, obtain performance of the work elsewhere. lf the Agreement is terminatedfor default, the Contractor shall not be entitled to receive any further payments under the Agreement until all work called for has been fully performed. Any extra cost or damage to the County resulting from such default(s) shall be deducted from any money due oi coming due to the Contractor. The Contractor shall bear any extra expenses incurred by thã County in completing the work, and all damage sustained, or which may be sustained by the County by reason of such default' lf a notice of temination for default has been issued and it is later determined for any reagon that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. 14. Termination for Public Convenience: rrre@AgreementinwholeorinpartwhenevertheCounty determines, ¡n ¡is sole discretion that such termination is in the best interests of the County. Whenever the Agreement is terminated in accordance with this paragraph, the Contrãctor shall be entitled to payment for actualwork performed at unit contrâct prices for completed items of work. ln the event of such termination, an equitable adjustment shall be made in the compensation payable to Contractor' An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this Agreement by the Coun$ at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the County. 15. Defense & lndemnitv Aqreement: rne@alldefend,indemnifyandholdharmlesstheCounty,its Additional lnsureds, appointed and elective officers, agents and employees, from and against all loss or expenie, including but not limited to judgments, settlements, attorney's feäs and costs by ieason of any and all claims and demands upon the County, its Additional lnsureds, its elected or appointed officials, agents, or employees for damages because of personal or bodily injury, including death at any time resulting therefrom, Professional Services Agreement (rev. 09/24120 1 8) Page 6 of 17 lf any change results in a decrease in the Work performed, Contractor shall be entitled to compensation associated with changing the Work, such as revising design already completed, revising calculations already performed, and revising documents.