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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 of <br />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 />adjustmentin 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,Contractorshall proceed in accordance with all Change <br />Notices.Contractor must,within thirty (30)days after receipt of any Change <br />Notice that does not set forth any acceptable adjustment,submit to the County <br />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 due <br />or coming due to the Contractor.The Contractor shall bear any extra expenses incurred by <br />the County in completing the work,and all damage sustained,or which may be sustained <br />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 reason <br />that the Contractor was not in default,the rights and obligations of the parties shall be the <br />same as if the notice of termination had been issued pursuant to the Termination for Public <br />Convenience paragraph hereof. <br />Professional Services Agreement <br />Page 7