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12.5 lf any change results in a decrease in the Work performed, Contractor shall be entitled to compensation associated with changing the Work, such as revising design already completed, revising calculations already performed, and revising documents. '13. Termination for Default: lf the Contractor defaults by failing to perform any of the obligations of the Agreement or becomes insolvent or is declared bankrupt or iommits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, the County may, by depositing written notice to the Contractor in the U.S. mail, postage prepaid, terminate the Agreement, and at the County'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 payrents under the Agreement until allwork called for has been fully performed. lf a notice of termination fordefault has been issued and it is laterdetermined forany rcason that the Contractor was not in default, the rights and obligations of the parties shallbe the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. 14. Termination for Public Convenience: The County may terminate the Agreement in whole or in part whenever the County determines, in itssole 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 actualwork performed at unit contract prices for compbAed items of work. ln the event of such termination, an equitable adjustment shall be made in the compensation payable to Contractor. An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this Agreement by the County at any time during the term, whether for default or convenien@, shall not constitute a breach of contract by the County. 15. Defense & lndemnity Aqreement: The ContraCfor agrees to and shall defend, indemnify and hold harmless the County, its Additional lnsureds, appointed and elective officers, agents and employees, from and against alt toss or expenie, including but not limited to judgments, settlements, attomey's fees and costs by reason of any and allclaims and demands upon the County, itsAdditional lnsureds, its elected or appointed officials, agents, or employees for damages because of personalor bodily injury, including death at any time resulting therefrom, sustained by any person or persons ind on account of darnage to property including loss of use thereof, whether such injury to percons or damage to property is due to the negligence of the Contractor, its sub-Contractors, its elected officers, employees or their agents, except only such injury or damage as shafl have been occasioned by the sole negligence of the County, Professional Services Agreement (rev. O9|2H2O18) Page 6 of 17