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12'5 lf any change results in a decrease in the Work performed, contractor shallbe entitled to compensation associated wittr changing the WoiL, such asrevising. design already completed, revising calcutat-loni alreaay perrormed, and revising documents. 13. Ierminatian for pefautt lf the Contraclor defaults. by failing to perform any of the obl(Tations of lhe Agreement orbecomes insolvent or is declared bankiupt or commite any aciof uanxrufrcy oi'insolvencyor makesan assignment for the benefit of creditors, the iounty may, by deiosiring writtennolice to the Contractor in lhe U"$. mail, postage prepaid, terminate t'trr ngitr;Lnt, and atthe County's option, obtain performance ot ttre work elsewtrere. lf G-&;;ement isterminated for default, the Contractor shall not be entitled to receive any further paymentsunder the Agreement unlil all work called f.ol has been fully performed. eny errra cost ordamage to the County- resulting fronr such defaul(s) sha[ d ieouctea iror r'nv roney dueor coming due to the Conlractar, The Contractor iliall bear any extra expenses incu'ed bythe.County in completing the work, and alldamage sustained, or wtrictr muta. sustainedby the County by reason of such defautt lf a notice of termination for default has been issued and it is laterdetermined for any reasonthat the Contractor was not in default, the rights and obligations of the partiei shall be lhesame as if the notice of termrnation had been issued pursirant to the termination for public Convenience paragraph hereof" 1 4. TgrminBtion for Pgbligssnygnrercg: The Coun$ mav tgrqinate the Agreement in whole or in part whenever the Goungdetermines, in its sole discretron thai such termination is in the best interests of the County.\Mtenever the Agreement is terminated in accordano witfr inis paragraph-tne iontracorshall be entitled to payment for actualwork performed at unit contract prices for completeditems of work, ln the errent of such terminaiion, an equitrbie aOlustmint shall be made inthe compensation payable to Contractor. An equitable adjuslmenl in the contract price for partially completed items of work will bemade' but such adjuslment shall not include provision for ioss orlnilcipiie;;t;fit;n deletedor uncompleted work. Terminatton of this Agreement by the Coung'"t "nV tir" during theterm' whether for default or convenienoe, shall not constitute a breach ol contract by theCounty. 15. Qefense & lndem{ritv Aareernent. Jh.e..Contractor agrees to and shall Oefend, indemniff and hold harmless the County, itsAddjtional lnsureds, appointed ancl elective ofiicers, agents and employees,-from andagainst all loss or expense-, including but not limited io lIOgments, sefllemenls, attomey,sfees and costs by rea$on of any ano ilt claims and oemanAs-upon the County, iG AOOitionatlnsureds. its elected or appointed officials, agents, or empbybes for OrmatidJOec"use ofpersonal or bodily injury, including death at any time resuitini therefror, r,itt"in"d by any Protes_sionel Services Agree menl ( rev 0 gr Z4r Z 0 1 g) Page 6 of 17