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12.5 lf any change results in a decrease in the Work performed, Contractor shallbe entitled to compensation associated with changing the Work, such as <br />revising. design already completed, revising calcuht]ois already perforrned, <br />and revising documents. <br />13. Termination for Default: <br />lf the Contractor defaults. by failing to perform any of the obligations of the Agreement orbecomes insolvent or is declared bankrupl or commits any aciof bankruptcyoi 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 ths'Agrfement, and atthe Countys option, oltai1 performance of tne work elsewhere. f ttie-Atreement isterminated for default, the Contractor shall not be entitled to receive any furthir payments <br />under the Agreement until all work called for has been fully perfonned.' nny extra cost ordamage to the County resulting from such, default(s) shall6e deducted from any moneydue or coming due to the Contractor. The Coniractor shall bear any extra expensesincuned !y the County. in completing the work, and all damage susta-ined, or which rry Ousustained 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 anyreason that the Contractor was not in default, the rights and obligations of the parties shallbe the same as if the notice of termination had been- issued pursuant to the Teimination forPublic Convenience paragraph hereof. <br />14. Tgrmination for Public Convenience: <br />The County.may terminate the Agrcement in whole or in part whenever the Countydetermines, in its sole discretion ihat such tennination is in the best interests of theCounty' lA/lrenever the Agreement is terminated in accordance with tnis p"iagr"ph, theContractor shall be.entitled to payment for actualwork performed at unit contract prices forcompleted items of work. ln the event of such termindtion, an equitaUfe aajuitrment shalbe made in the compensation payabte to Conhactor. <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 oi <br />"niirip"t"d <br />profit ondeleted or uncompleted work. Termination of this Agreement by the couhivit any timeduring the term, whether for default or convenieni, shall not constitute a breach ofcontract by the Coung. <br />15. Qefense & lndemnitvAoreement: <br />Jng..pontlqctor agrees to and shall defend, indernniff and hold harmless the County, itsAdditional lnsureds, appointed and elective officers, agents and employees, from andagainst all loss or expense, in-cluding Uyt ryt limited to jridgments, settl'em'ents, attorney's <br />le9g,..ano. osts by reason of any and all claims ano dEmands upon tne <br />-bounty, <br />itsAdditional lnsureds, its elected or appointed.ofiiciats, agents, or employees for damlgesbecause of personal or bodily injury, including death-at any time resulting tfterefr|m, <br />Profes_sionql Services Agreement (rev. ggt24?A1g) <br />Page 6 of 17