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revising_ design already completed, revising calculations already performed, and revising documents. 13. Tenlination 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, postiage prepaid, terminate-thaAgrbement, 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 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 bi oeducted 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 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 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 County determines, in its sole discretion that such termination is in the best interests of the County. \Mtenever the Agreement is terminated in accordance with this paragraph, the Contractor shallbe-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 partially completed items of work will be made, but such adjustment shall not include provision for ioss olanticipated 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 briach oi contract Uf tne County. 15. Defense & lndemnityAqreement: fhg.-Contrqctor agrees to and shall defend, indemniff and hold harmless the Gounty, its Additional lnsureds, appointed and elective ofiicers, agents and employees, from-and against all loss or expense_, including but not limited to judgments, settl'ements, attorney's fees and costs by reason of any and all claims and demandJupon the County, its Additional lnsureds, its elected or appointed officials, agents, or employees for damages because ofpersonal or bodily injury, including delth at any time resulting therefrom, sJstained 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 Agree ment (r ev. 0g I 24 120 1 g) Page 6 of 17