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revising design already completed, revising calculations already performed, 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 aciof bankruptcy oi 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, termlnate-theAgreemenl, and atthe County's option, obtain performance of the work elsewhere. lf th; Agreement is terminated for default, the Contractor shall not be entitled to receive any furthJr 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 or coming due to the Contractor. The Contractor shall bear any extra expensei incurred by the 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 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 strall Ue tne 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 County determines, in its sole discretion that such termination is in the best interests of the County. Whenever the Agreement is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actualwork performed at unit contraciprices 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 partiatly completed items of work will be made, but such adjustment shall not include provision for loss ofanticipated 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 oi contract Oy tne County. 15. Defense & lndemnifu Aqreement: lhg _Contractor agrees to and shall defend, indemniff and hold harmless the County, its Additional Insureds, appointed and elective officers, agents and employees, from-and against all loss or expense, including but not limited to judgments, setflements, attorney's fees and costs by reason of any and all claims and demands upon the County, its Additional lnsureds, its elected or appointed officials, agents, or employees for damages because ofpersonal or bodily injury, including death at any time resulting therefrom, sustained by anyperson or persons and on account of damage to property including loss of use thereoi, whether such injury to persons or damage to property ii due to the negligence of the Professional Services Ag ree ment (r ev. Og 124 t20 1 g) Page 6 of 17