Res-2020-104 PSA Amendment - Laserfiche WebLink

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12.5 lf any change results in a decrease in the Work performed, Contractor shallbe entitled to compensation associated with changing the Work, such as revising. design already completed, revising calculations already performed, and revising docunrents. 1 3. TermirationJor DgfaulJ: lf the Contractor defaults by failing to perform any of the obligations of the Agreement orbecomes insolvent or is declared bankrupt or con'Lmits any act of bankruptcy or insolvencyor makes an assignment for the benefit of creditors, the iounty m;t, ;ti;positing writtennotice to the Contractor in the U.S. mail, postage prepaid, terminate't'6f'agreement, and atthe County's option, obtain performance of ihe work elsewhere. lf t{e Agreement isterminated for defauft, the Contractor shall not be entitled to receive rnyirry.,u' paymentsunder the Agreement until all work called for has been fully performed. Any extra cost ordamage to the County resulting from suci default(s) snati ne deducted fiom any moneydue or coming due to the eonhactor. The Coniractor shall bear any extra expensesincurred by the County in completing the work, and all danrage sustained, or which may besustained by the County by reason of such default. lf a notice of termination for default has been issued and it is later determined for anyreason that the Contractor was not in default, the rights and obligations of the parties shallbe the sanle as if the notice of termination had beeriissued pursuant to the Termination forPr.rblic Convenience paragraph hereof. 1 4. Ter,{x ination for p-Ubljq C...onvenielce: The County may terminate the Agreenrent in whole or in part whenever the Countydetermines, in its sole discretron that such termination is in the best interests of theCounty. Whenever the Agreement is termirrated in accordance with this paragraph, theContractor shall be entitled to payment for actual work performed at unit contract prices forcompleted iterns of work, ln the event of such termination, an equitable adjustment shallbe made in the compensation payabie io Corrtractor. An equitable adjustment itr the contract price for partially completed iiems of work will bemade' but such adjustrnent shall nol include provision for loss of anticipated profit ondeleted or uncompleted work. Termination of this Agreement by the County at any timeduring the term, whether for default or convenienCe, shall not constitute a breach ofcontract by the County. 15, Defelse & lndenrnity Aqre€$ent: The Contractor agrees to and shall defend, indernnify and hold harmless the County, itsAdditional lnsureds, appointed and elective officers, agents and employees, from andagainst all loss or expense, including but not liniited to judgments, settiements, attorney,sfees and costs by reason of any ancl all clairns and d6mands upon the County, itsAdditional ltlsureds, its elected or appointed officials, agenis, or enrployees for damlgesbecause of personal or bodily injury, including death at any time resulting therefr6m, Professional $ervioes Agreement (rtlv. 09124/201 S) Page 7 of 19