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revising design already completed, revising calculations already performed, and rcvising documents. 13. Tcmohation for Default: lf the Contractor defaults by failing to perfurm any of the obligations of Sre 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 opton, obtain performance of the work elsewhere. lf the Agreement is terminated ior defuult, 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 mst or damage to the Coun$ 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 incuned 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. Temination for Publio 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. ln the event of such termination, an equitable adjustment shall be made in the compensation payable to Contractor. An equitable adjustment in thd 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, whether for default or convenience, shall not constitute a breach of contract by the County. 15. Defense & lndemnity Asreement: The Contractor agrees to and shall defend, indemnify and hold hannless the County, its Additional lnsureds, appointed and elective officers, agents and ernployees, from and against all loss or expense, including br.rt not limited to judgments, settlements, attomey's fees and costs by reason of any and all claims and demands upon the County, its Additional lnsureds, lts elected or appointed officials, agents, or employees for damages because of personal or bodily lnjury, including death at any tlme resultlng thereftom, sustained by any psrson or persons and on account of damage to property including loss of use ther€of, whether such inJury to persons or damage to property is due to the negligence of the Probssional Services Agreament (rsv, 09/24201 8) Page 6 of 18