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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 insolvencyor makes an assignment for the benefit of creditors, the iounty may, by depositing written notice to the Contractor in the U,S. mail, postage prepaid, terminate'the'Agreement, and aithe County's option, obtain performance of ihe work elsewhere. lf lie Agreement isterminated for default, the Contractor shall not be entitled to receive any furlh|r payments under the Agreement until all work called for has been fully performed Any extra tost ordamage to the County resulting from such default(s) shall be deducted from any money dueor coming due to the Contractor. The Contractor shall bear any extra "*p"n.e. incurred bythe County in completing the work, and all damage sustained, or which may be sustainedby the County by reason of such default. lf a notice of termination for default has been issued and it is later determined for any reasonthat 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 Teimination for public Convenience paragraph hereof. revising design already completed, revising calculations already performed, and revising documents. 13 Termination for It: 14 ation lic te The County may terminate the Agreement in whole or in part whenever the Cou nty 15, D se & lnd nitv Ao The Contractor agrees to and shall defend, indemnify and ho d harmless the County, itsAdditional lnsured's, appointed an d elective officers, agents and employees, from andagainst all loss or expense,including but not limited to judgm ents, settlements, attorney'sfees and costs by reason of any and allclaims and demands u pon the County, its Additionallnsured's, its e ected or appointed officia s, agents, or employees for damages because ofpersonal or bodily injury, including death at any time resulting therefrom, sustained by anyperson or persons and on account of d amage to property including loss of use thereof,whether such injury to persons or dam Professional Services Agreement Page 6 determines, in its sole d scretion that such termination is in the best interests of the CountyWhenever the Agreeme nt is term nated in accordance with this paragraph, the Contractorshall be entitled to payment for actual work per-formed at unit co ntract prices for completeditems of work. ln the event of s uch termination, an equitable adjustment shal be made inthe compensation payable to Contractor An equitable adjustment in the contract price for parlially 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 "t rny time during theterm, whether for default or convenience, shall not constitute a breach oi contract ni tneCounty. age to property is due to the negligence of the