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12.5 Change Notie that does not set fortr any acoeptable adjustnent, submit to the county a written statement setting forth any adjustment claimed. lf any change resulb in a decrease in the work performed, conbactor shall be entiued to compensation associated with changing the work, such as revising design already completed, revising calculations already performed, and revising documenb. 13. Termination for Default: tf the Contnactor defaults by failing to perform any of the obligations of the Agreement or becomes insolvent or is declared bankrupt or ommits any actof bankruptcy oi insolvency or makes an assignment for the benefft of credilors, the County may, by deilositing written notice to the Contractor in the U.S. mail, postage prcpaid, terminatgthaAgreement and at the Countt's option, obtain performance of the work elsewhere. lf the Agreement is terminated for default, the Contractor shall not be entitled to receive any further paymenb under fte Agreement until all work called fur has been fulty performed. fuiy exra cost or damage to the County resulting from such default(s) shall be deducted from any money due or coming due to the Contractor. The Contractor shall bear any e:<tra e:pensei incuned bythe Coun$ in oompleting the work, and alldamage sustained, orwhich may be sustained by the County by reason of such defiault. lf a notice of termination for default has been issued and it is later determined for any reason that the Contractor was not in defiault, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuantto the Termination for Public Convenience paragraph hereof. 14. Termination fur Public Convenience: The County may terminate the Agreement in wtrole or in part whenever the County determines, in lb sole discretion that such termination is in the best interests of the Gounty. \A/henever the Agreement is terminated in accordane wi0r this paragraph, the Conbactor shallbe entilled to paymentfor actualwork performed at unit conbact prie for completed items of work. ln the event of such termination, an equitable adjustnent shall be made in the compensation payable to Contnactor. An equitable adjustnent in the ontract price for partially completed items of work will be made, but suclt adjustnent shall not include provision for loss of anticipated proft on deleted or uncompleted work. Termination of this Agreement by the County at any time during the term, whether for default or @nvenience, shall not constitute a breach of contract by the County. 15. Defense & lndemnitvAqreement The Conhactor agrees to and shall defend, indemniff and hold harmless the Gounty, its Additional lnsureds, appointed and elestive officens, agents and employ@s, from and against all loss or expense, including but not limited to judgmenb, settlements, attomet's PrcEseional Seruices Agreement (rev. O92.42:0/.A) Page 6 of 17