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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, Contractor shall proceed in accordance with all <br />Change Notices. Contractor must, within thirty (30) days after receipt of any <br />Change Notice that does not set forth any acceptable adjustment, submit to <br />the Coroner a written statement setting forth any adjustment claimed. <br />12.5 lf 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 />lf 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 Coroner may, by depositing <br />written notice to the Contractor in the U.S. mail, postage prepaid, terminate the <br />Agreement, and at the Coroner's option, obtain performance of the work elsewhere. lf the <br />Agreement is terminated for default, the Contractor shall not be entitled to receive any <br />further payments under the Agreement until all work called for has been fully performed. <br />Any extra cost or damage to the Coroner resulting from such default(s) shall be deducted <br />from any money due or coming due to the Contractor. The Contractor shall bear any extra <br />expenses incurred by the Coroner in completing the work, and all damage sustained, or <br />which may be sustained by the Coroner by reason of such default. <br />lf 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 for <br />Public Convenience paragraph hereof. <br />14. Termination for Public Convenience: <br />The Coroner may terminate the Agreement in whole or in part whenever the Coroner <br />determines, in its sole discretion that such termination is in the best interests of the <br />Coroner. \ly'henever 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 for <br />completed items of work. ln the event of such termination, an equitable adjustment shall <br />be made in the compensation payable to Contractor. <br />An equitable adjustment in the contract price for partially completed items of work will be <br />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 Coroner at any time <br />Professional Services Agreement <br />Page 6