Amendment of PSA for Hopsource Youth Scholarship Program

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revising design already completed, revising calculations already performed, and revising documents. 13. Termination fgr 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 Cbunty may, by'depositing written notice to the Contractor in the U.S. mail, postage prepaid, termlnate-the-Agreemeni, and atthe County's option, obtain performance of ihe work elsewhere. lf thl Agreement is terminated for default, the Contractor shalt 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 expen=ei 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 Gontractor 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 Terminalion for public Convenience paragraph hereof. 14. Termination for Public Conveniense: The Coun$ 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 tennination, 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 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 oi contract Uy tne County. 15. Defense & lndemnitv Aoreement: lh.g.pontractor agrees to and shall defend, indemnifo and hold hannless the County, its Addjtional lnsureds, appointed and elective officers, agents and employees, from'and against all loss or expense_, including but not limited to julgments, setfl'ements, attorney's fees and costs by reason of any and allclaims and demahdJupon the County, itsAdditional Insureds, its elected or appointed officials, agents, or employees for damages because ofpersonalor 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 io property li Uue to i'he negligence of the Professional Services Agreement (rev. 0g I 24 I ZO1 8) Page 6 of 17