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12.5 lf any change resuhs 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 D-efault: <br />lf 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 oi insolvency <br />or makes an assignment for the benefit of creditors, the iounty may, by depositing written <br />notice to the Contractor in the U.S. mail, postage prepaid, terminate-thaAgreemenl, and atthe County's option, obtail performance of the work elsewhere. lf thle Agreement is <br />terminated for default, the Contractor shall not be entitled to receive any furthdr 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) shalilie deducted from any moneydue or coming due to the Contractor. The Contractor shall bear any extra expenses <br />incuned bythe County.in completingthe work, and alldamage sustained, or which may be <br />sustained by 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 <br />reason that the Contractor was not in default, the rights and obligations of the parties shail <br />be the same as if the notice of termination had been issued pursuant to the Teimination for <br />Public Convenience paragraph hereof. <br />14. Termir!fllion for Public Convenience: <br />T.he County may termingte the Agreement in whole or in part whenever the Gounty <br />determines, in its sole discretion that such termination is in the best interests of thiCounty. Whenever the. Agreement is terminated in accordance with this paragraph, the <br />Contractor shall be.entitled to payment for actualwork performed at unit contraciprices forcompleted iterns of work. ln the event of such terminition, an equ1able adjustnient 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 bemade, but such adjustment shall not include provision for 6ss of anticipated profit ondeleted or uncompleted work. Termination of this Agreement by the County at any time <br />during the term, whether for default or convenience, shall noi constitute a breach of <br />contract by the Counly, <br />1 5. Defense & lndemnitv Agreement: <br />lh.q -Contractor <br />agrees to and shall defend, indemniff and hold harmless the County, its <br />Additional lnsureds, appointed and elective officers, agents and employees, from and <br />against all loss or expense, in_cluding but not limited to judgments, settl'ements, attorney's <br />le99..anO costs by reason of any and all claims ano dEmands upon the bounty, itsAdditional lnsureds, its elected or appointed officials, agents, or employees for Oarna"ges <br />because of personal or bodily injury, including death-at any time resulting therefrim, <br />Professional Services Agreement (rev. OSnAnO$, <br />Page 6 of 17