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12.5 lf any change results in a decrease in the Work performed, Contractor shallbe entitled to compensation associated with ciranging the Work, such as revising. design already completed, revising calculationi already performed, and revising documents. 13. Termination for Default: lf the Contractor defaults by failing to perform any of the obligations of the Agreement orbecomes insolvent or is declared bankrupl or commits any acfof bankruptcy oi insolvencyor makes an assignment for the benefit of creditors, the iounty may, by'depositing writtennotice to the Contractor in the U.S. mail, postage prepaid, termlnate't'hangreemeni, and atthe County's option, obtain performance of the work elsewhere. lf thie Agreement isterminated for default, the Contractor shall not be entitled to receive any furthir payments under the Agreement until all work called for has been fully performed. Any extia cost ordamage to the County resulting from such default(s) shall be deducted from any money dueor coming due to the Contractor. The Contractor shall bear any extra expenses incurrlo bythe.County in completing the work, and all damage sustained, or whicl-L may be sustainedby the County by reason of such default. lf a notice of termination for default has been issued and it is later determined for any reasonthat the Contractor was not in default, the rights and obligations of the parties shalt be thesame as if the notice of termination had been issued pursuant to the Teimination for public Convenience paragraph hereof, 14. Termination for Public Convenience: The County may terminate the Agreement in whole or in pari whenever the Countydetermines, in its sole discretion that such termination is in the best interests of the County.Whenever the Agreement is terminated in accordance with this paragraph, the Contractor shall be_entitled to payment for actual work performed at unit contract prices for completeditems of work. ln the event of such termination, an equitable adjustment shall be made inthe compensation payable to Contractor. 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 anticipateO pro6t on deletedor uncompleted work. Termination of this Agreement by the County at any time during theterm, whether for default or convenience, shall not constitute a breach oi contract Uy tneCounty. 15. Defensg & lndemnity Aqreement: lhe.Contractor agrees to and shall defend, indemnity and hold harmless the County, itsAdditional lnsureds, appointed and elective officerq agents and employees, from andagainst all loss or expense,, including but not limited to judgments, setilements, attorney'sfees and costs by reason of any and all claims and demandJupon the county, its Rdditionatlnsureds, its elected or appointed officials, agents, or employees for oamajes necause ofpersonal or bodily injury, including death at any time resulting therefrom, srJstained by any Professional Services Agree ment ( Form r ev. 09 l24l101 g\ Page 6 of 21