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revising design already completed, revising calculations already performed, <br />and revising documents. <br />13. Term ation for Default <br />14. Termination for Public Co nvenience: <br />The County may terminate t he Agreement n whole or in part whenever the Cou <br />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 <br />or makes an assignment for the benefit of creditors, the iounty may, by depositing writtennotice to the Contractor in the U.S, mail, postage prepaid, terminate'the'Agreement, and atthe County's option, obtain performance of the work elsewhere. lf th; Agreement isterminated for default, the Contractor shall not be entitled to receive any furlher payments <br />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 from any money dueor coming due to the Contractor. The Contractor shall bear any extra expensei incurred bythe County in completing the work, and all damage sustained, or which may be sustainedby the County by reason of such default, <br />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 parlies shall be thesame as if the notice of termination had been issued pursuant to the Termination for public <br />Convenience parag raph hereof, <br />ntydetermines, in its so e discretion that such term ination is in the best interests of the Co untyWhenever the Agreement is terminated in accordance with this paragraph, the Co ntractorshall be entitled to payment for actual work performed at unit contract prices for com p eteditems of work. ln the event of such termi nation, an equitable adjustment shall be m ade inthe compensation payable to Contractor <br />Professional Services Agreement <br />Page 6 <br />An equitable adjustment in the contract price for partially completed items of work will bemade, but such adjustment shall not include provision for loss of'anticipaied protit on deletedor uncompleted work' Termination of this Agreement by the County'ut un' time during theterm, whether for default or convenience, shall not constitute a breach oi contract b; ih;County. <br />15, Defense & lndemnitv Aqreement: <br />The Contractor agrees to and shatt defend, indemnify and hold harmless the County, itsAdditional lnsured's, appointed and elective officers, agents and employees, from andagainst all loss or expense, including but not limited to judgments, setlements, attorney,sfees and costs by reason of any ano itl claims and demands upon the County, its Additionallnsured's, its elected or appointed officials, agents, or employees for damages because ofpersonal or bodily injury, including death at any time resuiting therefrom, sustained by anyperson or persons and on account of damage to property including loss of use thereoiwhether such injury to persons or damage io p.p"rty ii due to i-he negligence of the