Res-2021-140 - 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 calculation-s already performed, and revising documents. 13. Termination for Default: lf the Contractor defaults by failing to perform any of the obligations of the Agreement orbecomes insolvent or is declared bankrupt or commits any act-of bankruptcy oi insolvencyor makes an assignment for the benefit of creditors, the Cbunty may, by'deiositing writtennotice to the Contractor in the U.S. mail, postage prepaid, terminate the'Agreement, and atthe County's option, obtain performance of ine work elsewhere. lf th; Agreement isterminated for default, the Contractor shall not be entitled to receive any furthJr payments under the Agreement until all work called for has been fully performed.'Any extra cost ordamage to the County resulting from suct default(s) shali be deducted from any moneydue or coming due to the Contractor. The Contractor shall bear any extra erpenr"iincurred by the County in completing the work, and all damage 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 shailbe the same as if the notice of termination had been-issued purslant to the Termination forPublic Convenience paragraph hereof, 14. Termination for Public Convenience: The County may terminate the Agreement in whole or in part whenever the Countydetermines, in its sole discretion that such termination is in the best interests of theCounty. \Menever the Agreement is terminated in accordance with this paragraph, theContractor shall be-entitled to payment for actualwork performed at unit contraciprices forcompleted items of work. ln the event of such termination, an equitable adjustment shallbe made in the compensation payable to Contractor. An equitable adjustment in the contract price for partially completed items of work will bemade, but such adjustment shall not 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 conveniencL, shall noi constitute a breach ofcontract by the County. 15. Defense & lndemnitvAgreement: The Contractor agrees to and shall defend, indemnifi and hold harmless the County, itsAdditional lnsureds, appointed and elective officers, agents and employees, from andagainst all loss or expense, including but not limited to judgments, setl'em'ents, attorney's 1e99. .and costs by reason of any and all claims ano Oem"nds upon the County, itsAdditional lnsureds, its electe_d or appointed officials, agents, or employees for damagesbecause of personal or bodily injury, including death-at any time resulting therefr6m, Profes_s ional Services Agreement (rev . 09 I 24 t201 g) Page 6 of 17