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revising design already completed,revising calculations already performed, and revising documents. 13.Termination for Default: If the Contractor defaults by failing to perform any of the obligations of the Agreement, including violating any law,regulation,rule or ordinance applicable to this 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.If 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 resulting 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 by the County by reason of such default. If 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. Whenever the Agreement is terminated in accordance with this paragraph,the Contractor shall be entitled to payment for actual work performed at unit contract prices for completed items of work.In the event of such termination,an equitable adjustmentshall be made in the compensation payable to Contractor. An equitable adjustmentin the contract price for partially completed items of work will be made,but such adjustmentshall 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,whetherfor default or convenience,shall not constitute a breach of contract by the County. 15.Termination Due to Change in Funding.If the funds upon which the County relied to establish any Program Agreement are withdrawn,reduced or limited,or if additional or modified conditions are placed on such funding,the County may terminate this Agreement by providing at least fifteen (15)calendar days written notice to the Contractor.The termination shall be effective on the date specified in the notice of termination. 16.Defense &Indemnity Aqreement: Professional Services Agreement Page 6