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Change Notice that does not set forth any acceptabte adjustment, submit to <br />the county a written statement setting forth any adjustment ctaimed. <br />12.5 lf any change resutts in a decrease in the Work performed, Contractor shatt be <br />entitted to compensation associated with changing the Work, such as revising <br />design atready compteted, revising catculations atready performed, and <br />revising documents. <br />13. Termination for Defautt: <br />lf the Contractor defautts byfaiting to perform any of the obtigations of the Agreement or <br />becomes insotvent or is dectared bankrupt or commits any act of bankruptcy or insotvency or <br />makes an assignment for the benefit of creditors, the County may, by depositing written <br />notice to the Contractor in the U.S. mait, postage prepaid, terminate the Agreement, and at <br />the county's option, obtain performance of the work elsewhere. lf the Agreement is <br />terminated for default, the Contractor shal,t not be entitted to receive any further payments <br />under the Agreement untit att work catted for has been futty performed. Any extra cost or <br />damage to the County resutting from such defaul,t(s) shatt be deducted from any money due <br />or coming due to the Contractor. The Contractor shatt bear any extra expenses incurred by <br />the County in comptetingthe work, and al,t damage sustained, or which may be sustained by <br />the County by reason of such defautt. <br />lf a notice of termination for defautt has been issued and it is later determined for any reason <br />that the Contractor was not in defautt, the rights and obtigations of the pafties shat[ be the <br />same as if the notice of termination had been issued pursuant to the Termination for Pubtic <br />Convenience paragraph hereof. <br />14. Termination for Pubtic Convenience: <br />The County may terminate the Agreement in whote or in part whenever the County <br />determines, in its sole discretion that such termination is in the best interests of the County. <br />Whenever the Agreement is terminated in accordance with this paragraph, the Contractor <br />shatt be entitted to payment for actuaI work performed at unit contract prices for compteted <br />items of work. ln the event of such termination, an equitabl,e adjustment sha[[ be made in the <br />compensation payabte to Contractor. <br />An equitabl,e adjustment in the contract price for partiatty completed items of work witt be <br />made, but such adjustment shatt not inctude provision for loss of anticipated profit on <br />deteted or uncompteted work. Termination of this Agreement by the County at any time <br />during the term, whether for defautt or convenience, shalt not constitute a breach of contract <br />bythe County. <br />15. Defense & lndemnity Agreement: <br />The Contractor agrees to and shatt defend, indemnify and hol,d harmless the County, its <br />Additionat lnsured's, appointed and el.ective officers, agents and emptoyees, from and <br />Kittitas County ProfessionaI Services Agreement <br />PageT ot 1a