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12.5 lf any change results in a decrease in the work performed, Contractor shallbe entitled to compensation associated with changhg the work, such asrevising design already completed, revising catcrtatloni already performed,and revising documents. 13. Te for Default: lf the Contractor d efaults by failing to perform an y of the obligations of the Agreement orbecomes insolvent or is declared bankrupt or commits any act of ba nkruptcy or insolvencyor makes an assig nment for the benefit of creditors, the County may, by depositing writtennotice to the Contractor in the U.S. mail , postage prepaid, termi nate the Agreement, and atthe C ounty's option, obtain performa nce of the work els ewhere. lf the Agreement isterminated for default, the Contractor shall not be entiiled to receive any further paymentsunder the Agreement until all work ca lled for has been ful performed. Any extra cost orlydamage to the County resultin g from such default(s) sha ll be deducted from a ny moneydue or coming due to the tractor. The Contractor shall bear any extra expensesincurred by the County in com pleting the work, and alld amage sustained, or which may besustained by the County by reason of such default 14. Te b enceThe County may te rminate the Agreement in whole or in part whenever the Coun tydetermines, in its sole discretion that such te rmination is in the best interests of theCounty\Menever the Agreement is termina ted in accordance with this paragraph, theContractor shall be entitled to paymen t for actualwork performed at unit co ntract prices forcompleted items of work. ln t he event of such termination,an equitable adjustment shallbe made in the compensation pa yable to Contractor Con 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 righG and obligations of the parties shallbe the same as if the notice of termination had been-issued pursuant to the Termination forPublic Convenience paragraph hereof. An equitable adjustment in the contract nlce for parlially completed items of work will bemade' but such adjustment shall not include prbvision for loss of anticipated profit ondeleted or uncompleted work. Termination of tiir Agr""ment by the county at any timeduring the term, whether for default or conveniencle, shall not constitute a breach ofcontract by the County. 15. Defense & Indemnity Aqreement: The contractor agrees to inoJhitl oefend, indemnify and hold harmless the county, itsAdditional lnsureds, appointed and electiu" om."ir, agents and employees, from andagainst all loss or expense, including but not limited to jJdgmentr, ,"ttLrents, attorney,sfees and costs by reason of any and all claims and demands upon the county, itsAdditional lnsureds, its elected or appointed officials, agents, or employees for damagesbecause of personal or bodily injury, including oeatr at any time resulting therefrom, Professiona I Services Agree ment (r ev . 091 24 120 1 g) Page 6 of 17