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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 orbecomes insolvent or is declared bankrupt or commits any aciof bankruptcy oi insolvency or makes an assignment for the benefit of creditors, the Cbunty may, by depositing written notice to the Contractor in the U.S. mail, postage prepaid, terminate-theAgreement, and atthe County's option, obtain performance of ihe work elsewhere. lf th; Agreement isterminated 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 ordamage to the County_ resulting from such default(s) shall be deducted trom any money due or coming due to the Contractor. The Contractor shall bear any extra e*pens"i incurred by the County in completing the work, and all damage sustained, or whiclr 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 thesame as if the notice of termination had been issued pursuant to the Termination for public Convenience paragraph hereof. 14. Termi for Public Co nlence: 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 Vt/henever the Agreement is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actualwork perfo rmed at unit contract prices for completed items of work. ln the event of such term ination,an equitable adjustment shall be made inthe compensation payable to Contractor An equitable adjustment in the contract price for partially completed items of work will bemade, but such adjustment shall not include provision for lbss of anticipated profit on deletedor uncompleted work. Termination of this Agreement by the County'at any time during theterm, whether for default or convenience, shall not constitute a breach oi contract Oy tne County. 15. Defense & lndemnity Aqreement: fh.g.Contrqctor agrees to and shall defend, indemniff and hold harmless the County, itsAdditional lnsureds, appointed and elective officers, agents and employees, from'and against all loss or expense-, including but not limited to judgments, setl'emlnts, attorney's fees and costs by reason of any and all claims and demahdJupon the county, its Additional lnsureds, its elected or appointed officials, agents, or employees for camages because ofpersonal or bodily injury, including dea.th at any time resulting therefrom, srlstained by anyperson or persons and on account of damage to property including loss of use thereoiwhether such injury to persons or damage to property ii Oue to i-he negligence of the Professional Services Agreement Page 6 of 21