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Professional Services Agreement <br />Page 6 <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 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 except for payment due for goods provided or services rendered <br />prior to the effective date of termination. <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 />14.Termination for Public Convenience: <br />The County may terminate the Agreement in whole or in part whenever the County <br />determines, in its sole discretion that such termination is in the best interests of the County. <br />In the event the Agreement is terminated in accordance with this paragraph, the Contractor <br />shall be entitled to payment for goods provided or services rendered prior to the <br />effective date of termination. <br />Termination of this Agreement by the County at any time during the term, whether for <br />default or convenience, shall not constitute a breach of contract by the County. <br />15.Indemnity Agreement: <br />Each party to this Agreement shall be responsible for its own acts or omissions and for those of <br />its officers, employees, and agents. Neither party shall be responsible for the acts or omissions <br />of persons or entities not a party to this Agreement.