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12.2 The County may, at any time, by written notice thereof to Contractor <br />("Change Notice") makes changes in the Work within the general scope of <br />this Agreement, including, but not limited to: (a) changes in, revisions to, <br />substitutions for, additions to or deletions of any Work; (b) changes in <br />schedule; and (c) acceleration, deceleration or suspension of performance <br />of any Work. <br />12.3 If any change in the Work causes an increase or decrease on Contractor's <br />cost of, or the time required for, performance of the Work, an equitable <br />adjustment in the compensation to Contractor and in the schedule for the <br />performance of the Work shall be made to reflect such an increase or <br />decrease. <br />12.4 Notwithstanding any dispute or delay in arriving at a mutually acceptable <br />equitable adjustment, Contractor shall proceed in accordance with all <br />Change Notices. Contractor must, within thirty (30) days after receipt of any <br />Change Notice that does not set forth any acceptable adjustment, submit to <br />the County a written statement setting forth any adjustment claimed. <br />12.5 If 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 Default: <br />If the Contractor defaults by failing to perform any of the obligations of the Agreement, <br />including violating any law, regulation, rule or ordinance applicable to this Agreement, or <br />becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency <br />or makes an assignment for the benefit of creditors, the County may, by depositing written <br />notice to the Contractor in the U.S. mail, postage prepaid, terminate the Agreement, and at <br />the County's option, obtain performance of the work elsewhere. If the Agreement is <br />terminated for default, the Contractor shall not be entitled to receive any further payments <br />under the Agreement until all work called for has been fully performed. Any extra cost or <br />damage to the County resulting from such default(s) shall be deducted from any money <br />due 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 County by reason of such default. <br />If 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 shall <br />be the same as if the notice of termination had been issued pursuant to the Termination for <br />Public Convenience paragraph hereof. <br />Professional Services Agreement <br />Page 7 <br />