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12.5 If any change results in a decrease in the Work performed, Contractor shall <br />be entitled to compensation associated with changing the Work, such as <br />revising design already completed, revising calculations already performed, <br />and revising documents. <br />13. Termination for Default: <br />If the Contractor defaults by failing to perform any of the obligations of the Agreement or <br />becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency <br />or makes an assignment for the benefit of creditors, the County may, by depositing written <br />notice to the Contractor in the U.S. mail, postage prepaid, terminate the Agreement, and at <br />the County's option, obtain performance of the work elsewhere. If the Agreement is <br />terminated for default, the Contractor shall not be entitled to receive any further payments <br />under the Agreement until all work called for has been fully performed. Any extra cost or <br />damage to the County resulting from such default(s) shall be deducted from any money <br />due or coming due to the Contractor. The Contractor shall bear any extra expenses <br />incurred by the County in completing the work, and all damage sustained, or which may be <br />sustained by the County by reason of such default. <br />If a notice of termination for default has been issued and it is later determined for any <br />reason that the Contractor was not in default, the rights and obligations of the parties shall <br />be the same as if the notice of termination had been issued pursuant to the Termination for <br />Public Convenience paragraph hereof. <br />14. Termination for Public Convenience: <br />The County may terminate the Agreement in whole or in part whenever the County <br />determines, in its sole discretion that such termination is in the best interests of the <br />County. Whenever the Agreement is terminated in accordance with this paragraph, the <br />Contractor shall be entitled to payment for actual work performed at unit contract prices for <br />completed items of work. In the event of such termination, an equitable adjustment shall <br />be made in the compensation payable to Contractor. <br />An equitable adjustment in the contract price for partially completed items of work will be <br />made, but such adjustment shall not include provision for loss of anticipated profit on <br />deleted or uncompleted work. Termination of this Agreement by the County at any time <br />during the term, whether for default or convenience, shall not constitute a breach of <br />contract by the County. <br />15. Defense & Indemnity Agreement: <br />The Contractor agrees to and shall defend, indemnify and hold harmless the County, its <br />Additional Insured's, appointed and elective officers, agents and employees, from and <br />against all loss or expense, including but not limited to judgments, settlements, attorney's <br />fees and costs by reason of any and all claims and demands upon the County, its <br />Additional Insured's, its elected or appointed officials, agents, or employees for damages <br />because of personal or bodily injury, including death at any time resulting therefrom, <br />Professional Services Agreement <br />Page 7 <br />