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Change Notice that does not set forth any acceptable adjustment, submit to the <br />County a written statement setting forth any adjustment claimed. <br />12.5 If any change results in a decrease in the Work performed, Consultant shall be <br />entitled to compensation associated with changing the Work, such as revising <br />documents. <br />13. Termination for Default: <br />If the Consultant defaults by failing to perform any of the obligations of the Agreement or becomes <br />insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an <br />assignment for the benefit of creditors, the County may, by depositing written notice to the Consultant <br />in the U.S. mail, postage prepaid, terminate the Agreement, and at the County's option, obtain <br />performance of the work elsewhere. If the Agreement is terminated for default, the Consultant shall <br />not be entitled to receive any further payments under the Agreement until all work called for has <br />been fully performed. Any extra cost or damage to the County resulting from such default(s) shall <br />be deducted from any money due or coming due to the Consultant. The Consultant shall bear any <br />extra expenses incurred by the County in completing the work, and all damage sustained, or which may <br />be 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 reason <br />that the Consultant was not in default, the rights and obligations of the parties shall be the same as if <br />the notice of termination had been issued pursuant to the Termination for Public Convenience <br />paragraph hereof. <br />14. Termination for Public Convenience : <br />The County may terminate the Agreement in whole or in part whenever the County determines, in <br />its sole discretion, that such termination is in the best interests of the County. Whenever the <br />Agreement is terminated in accordance with this paragraph, the Consultant shall be entitled to <br />payment for actual work performed at unit contract prices for completed items of work. <br />An equitable adjustment in the contract price for partially completed items of work will be made, <br />but such adjustment shall not include provision for loss of anticipated profit on deleted or <br />uncompleted work. Termination of this Agreement by the County at any time during the term, <br />whether for default or convenience, shall not constitute a breach of contract by the County. <br />15. De f ense & Indemnity:Agreement: <br />The Consultant agrees to and shall indemnify and hold harmless the County, its Additional Insured's, <br />appointed and elected officers and employees, from and against all loss or expense, including but <br />not limited to judgments, settlements, attorney's fees and costs by reason of any and all claims <br />and demands upon the County, its Additional Insured's, its elected or appointed officials or <br />employees for damages because of personal or bodily injury, including death at any time resulting <br />therefrom, 5u5tilined by any person or