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revisrng design already completed, revising calculations already pedormed, and revising documents. 13. Termination for Default lf the Contractor defaults by 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 Contractor 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 terminated for 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 resulttng from such default(s)shall be deducted from any money due or coming due to the Contractor. The Contractor shall bear any extra expenses incurred by the County in completing the work, and all damage sustained, or which may be sustained bii the County by i"eason of such default. lf a notice of termination for default has been issued and it is later determined for any reason 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: The County may terminate the Agreement in whole or in part whenever the eounty determines, in its sole discretion that such termination is in the best interests of the County. Whenever the Agreement is terminated in accorciance with this paragraph, the eontractor shall be entitled to oayment for actual work performed at unit contract 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 County at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the County. 15. Defense & lndemnitv Asreement: The Contractor agrees to and shall defend, indemnifu and hold harmless the County, its Additional lnsured's, appointed and elective officers, agents and employees, from and against all loss or expense, including but not limited to judgments, settlements, attorney's fees and costs by reason of any and all claims and demands upon the County, its Additional lnsured's, its elected or appointed officials, agents, or employees for damages because of net"qnnal nr" hnr{ilrr inirlru incllrrJinn r{eath at anr,r time rac,rrlfinn fherefrnm srrsfained hv anvyvr9vrrqr vr vvvrrt ttttvt tr iiivivviiiv vvqiii qi qiit iiiiiv igJuiii;iv iiigigiiviii, -ugisr:rv- L't q!:jr person or persons and on account of damage to property including loss of use thereof, whether such injury to persons or damage to property is due to the negligence of the Professional Services Agreement Page 6