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12'5 lf any change results in a decrease in the Work perforrned, 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 docurnents. <br />13. Termination for Default: <br />lf the Contractor defaults by failing to perform any of the obligations ol the Agreement or <br />becomes insolvent or is declared bankrupt or commits any aciof 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, termlnate'theAgreement, and atthe County's option, obtain performance of the work elsewhere. lf thl Agreement is <br />terminated for default, the Conlractor shall not be entitled to receive any fu*hJr payments <br />under the Agreemenl until all work called for has been fully performed. Any extia cost ordamage to the County resulting from such default(s) shali be deducted frorn any moneydue or coming due to the Contractor. The Contractor shall bear any extra expenses <br />incurred by the County in completing the work, and all damage sustained, or which may besustained by the Coung 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 Termination for <br />Public Convenience paragraph hereof. <br />14. Termination for Public Convenience: <br />The County may terminate the Agreement in whole or in part whenever the County <br />determines, in its sole discretion that such temination is in the best interests of theCounty. Whenever the Agreement is terminated in accordance with this paragraph, the <br />Contractor shall be entitled to payment for actualwork performed at unit contrac[prices forcompleted items of work. ln the event of such termination, an equitable adjustment shall <br />be made in the compensation payable to Contractor. <br />An equitable adjustment in the contract price for partially compleied items of work will bem1de, but such adjustment shall not include provision for loss of anticipated profit on <br />deleted or uncompleted work. Termination of this Agreement by the County at any time <br />during the term, whether for default or convenience, shall not constitute a breach ofcontract by the County. <br />15. Defense & lndemnitv Aareement: <br />fh9 Contlactor agrees to and shall defend, indemnify and hotd harmless the County, its <br />Additional lnsureds, appointed and elective officers, agents and employees, from and <br />against all loss or expense, including but not limited to judgments, setil'ements, attorney'sfees and costs by reason of any and all claims and demands upon the boun$, its <br />Additional lnsureds, its elected or appointed officials, agents, or employees for damJges <br />because of personal or bodily injury, including death at any time resulting therefrom, <br />Professional Services Agreement (rev. 09/24i20 1 g) <br />Page 7 of 30