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12.5 lf any change results 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 Defaul_t: <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 acfof 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 Contractor shall not be entitled to receive any furthir payments <br />under the Agreement until all work called for has been fully performed. Any extra cost ordamage to the County resulting from such default(s) shali be deducted from 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 be <br />sustained by the Coung by reason of such default. <br />lf a notice of termination for default has been issued and it is laier determined for any <br />reason that the Contractor was not in default, the rights and obligations of the parties shail <br />be the sarne 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 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 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 completed items of work will bemade, but such adjustment shall not include provision for loss of anticipated profit on <br />deleted or uncompleted work. Terminalion of this Agreement by the County at any time <br />during the term, whether for default or convenienc-e, shall noi constitute"a breach of <br />contract by the Coung. <br />15. Defense & lndemnity Agreement: <br />fh9 Contractor agrees to and shall defend, indemnify and hold harmless the County, its <br />Additional lnsureds, appointed and elective officers, agents and employees, from and <br />againsl 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 damages <br />because of personal or bodily injury, including death at any time resulting therefrom, <br />Professional Services Agreement (r eu . Og 124 l2A 1 g| <br />Page 7 of 30