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12.5 <br />Change Notice that doe,s not set fsrth <br />the County a written statement setting <br />lf any change results in a decrease in <br />any acceptabie arijusimeni, submit to <br />forth any adjustment cleimed. <br />ihe Work performed, Contractor shall <br />AS <br />reviSing dosign alieady ca <br />and revising documents. <br />13. Ternniru*ipt for DefaUlt: <br />lf td C.ontractor defaults by failing to perfonn any of the obligations of the Agreement, <br />including violating any law, regulation, i"ule sr ordinance applicable to this Agreernent, or <br />becomel insolvent or is declared bankrupt or comrnits any act of bankruptcy or insolveney <br />or makes an assignment for the benefit of creditors, the County may, by depositing written <br />Rotice to the Contractor in the U.S. rnail, pastageprepaid;tenninatelhe Agreement, and at <br />the County's option, obtain performance sf the work elsewhere. lf the Agreemeni is <br />terminateel frrr riefault, the Contractor shall not be entitled to receive any further payrnents <br />under the Agreement untilall work called fer has been fully performed. Any extra cost or <br />damage te the County resulting from such default(s) shall be deducted from any money <br />clue or *oming due to the Contractnr. The CantrarJ.nr shall frear any extra expenses <br />incurred by g1; Coung in completing the uncrL, and all darrtage sustained, orwhich may be <br />sustained by tfre County by reason ol such default. <br />lf a notice of terminatlon for default has been issued and it is later determined for any <br />reason that the Gontnacfor was not in default, the rights and obligatbns st the partbs shall <br />be the sarne as if the notice of termination had been issued pursuant to the Terminaticn for <br />Public eonvenience paragraph hereof. <br />14. Termination for fybl@:rne@-ngieement in whole or in part whenever the County <br />determines, in its sole discrction that such termination is in the best interests of the <br />Counfy. Whenever the Agreernent is terminated in amrdance with ihis paragraph, the <br />Sontrictor slrall be entitledts payment for actualurork performed at unit contract prices for <br />completed items of work. ln the event of such terrnination, an equitable adjustment shall <br />be made in the compen$etion payabie ta Csntractor. <br />An equitable adjustment in the ccntraet price for partiallir completod items of work will be <br />maCe, but such adjuetment shall not include prcvision for loss of anticipated profit on <br />deleted sr uRsompleteC wort<. Terminetion of this Agreernent by the Coun$ at any time <br />during the term, whether for default ci e,sRvefliefies, shall not eonetitute a breach of <br />contrac,t hy the Cnttnty <br />18. Termi{rfltjon,Due to Chanse in Fun.$ins- lf the funds upon which the County relied io <br />estawitlrdrauin.reducedorlimited,orifadditionalor <br />modified conelitions are placed on such tunding, tile County may terminate this Agreement <br />Profess ional Services Agreement <br />Page 6