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revising design already completed, revising calculations already performed, and revising documents. 13. Termination fqr Default: lf the Contractor defaults by failing to perlorm any of becomes insolvent or is declared bankrupt or commits the obligations of the Agreement or act of bankruptcY or insolvencY or makes an assig nment for the may, 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.lf 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 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 incurred by the County in completing the work, and by the County by reason of such default. all damage sustained, or which may be sustained 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. Ternination fgr Publiq Convelig-ncQ: rnereementinwholeorinpartwhenevertheCounty determines, in itssole discretion thaisuch termination is in the best interests of the County- Whenever the Agreement is terminated in accordance with this paragraph, the Contractor shall be entiled to payment for actual work performed at unit contract prices for completed items of work. ln the bvent of such termination, 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, butsuch idlustment 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 of contract by the County. 15. Defen$e & lndemnity AqreFment: rneefend,indemnifyandholdharmlesstheCounty,its Additional lnsureJs, appointed and elective of{icers, agents and employees, from and against all loss or expense, including but not limited to judgments, settlements, attorney's fJes and costs by reason of any and atl claims and demands upon the County, its Additional lnsureds, its eleited or appointed officials, agents, or employees for damages because of fersonat or bodily injury,'including death at any time resulting therefrom, sustained by any person or persons and on account of damage to proper$ including loss of use thereof, whether such injury to persons or damage io property is due to the negligence of the Professional Services Agreement (rev. 09124i20 1 I ) Page 6 of 17