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12.4 If any change results in a decrease in the Work performed, Contractor shall be <br />entitled to compensation associated with changing the Work, such as revising <br />design already completed, de -mobilizing work crews, materials and equipment <br />already ordered that cannot be otherwise reused by Contractor, revision <br />calculations already performed, 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 <br />insolvency or makes an assignment for the benefit of creditors, the County may, by <br />depositing written notice to the Contractor in the U.S. mail, postage prepaid, terminate <br />the Agreement, and at the County's option, obtain performance of the work elsewhere. If <br />the Agreement is terminated for default, the Contractor shall not be entitled to receive <br />any further payments under the Agreement until all work called for has been fully <br />performed. Any extra cost or damage to the County resulting from such default(s) shall <br />be deducted from any money due or coming due to the Contractor. The Contractor shall <br />bear any extra expenses incurred by the County in completing the work, and all damage <br />sustained, or which may be sustained 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 <br />reason that the Contractor was not in default, the rights and obligations of the parties shall <br />be the same as if the notice of termination had been issued pursuant to the Termination <br />for Public 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 <br />County. Whenever the Agreement is terminated in accordance with this paragraph, the <br />Contractor shall be entitled to payment for actual work performed at unit contract prices <br />for completed items of work. In the event of such termination, an equitable adjustment <br />shall be made in the compensation payable to Contractor. <br />An equitable adjustment in the contract price for partially completed items of work will <br />be made, but such adjustment shall not include provision for loss of anticipated profit on <br />deleted or uncompleted work. Termination of this Agreement by the County at any time <br />during the term, whether for default or convenience, shall not constitute a breach of <br />contract by the County. Equitable adjustment in contract price to also include <br />documented expenses from Contractor in winding down its supply contracts for labor and <br />/ or materials, including the cost of equipment and materials ordered but not used. <br />15. Post -Termination Procedures: <br />Following termination of this Agreement for any reason, the County may elect to assume <br />operational control over the County Funded Network facilities, as set forth in Exhibit A3, <br />or may, in its discretion, appoint a successor operator (a "Successor Operator") to assume <br />Professional Services Agreement <br />Page 6 of 35 <br />