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may assign this Part 2 Agreement to any institutional lender providing construction financing , and the Design/ Builder agrees to execute all consents reasonably required to facilitate such an assignment . If either party makes such an assignment , that party shall nevertheless remain legally responsible for all obligations under this Part 2 Agreement , unless otherwise agreed by the other party . § 11 . 7 TERMINATION OF PROFESSIONAL DESIGN SERVICES § 11 . 7 . 1 Prior to termination of the services of the Architect or any other design professional designated in this Part 2 Agreement , the Design/Builder shall identify to the Owner in writing another architect or other design professional with respect to whom the Owner has no reasonable objection , who will provide the services originally to have been provided by the Architect or other design professional whose services are being terminated . § 11 . 8 EXTENT OF AGREEMENT § 11 . 8 . 1 This Part 2 Agreement represents the entire agreement between the Owner and the Design / Builder and supersedes prior negotiations , representations or agreements , either written or oral . This Part 2 Agreement may be amended only by written instrument and signed by both the Owner and the Design/ Builder . ARTICLE 12 TERMINATION OF THE AGREEMENT § 12 . 1 TERMINATION BY THE OWNER § 12 . 1 . 1 This Part 2 Agreement may be terminated by the Owner upon 14 days' written notice to the Design/Builder in the event that the Project is abandoned . If such termination occurs , the Owner shall pay the Design/Builder for Work completed and for proven loss sustained upon materials , equipment , tools , and construction equipment and maclsinery , including reasonable profit and applicable damages . § 12 . 1 . 2 If the Design /Builder defaults or persistently fails or neglects to carry out the Work in accot dance with the Contract Documents or fails to perform the provisions of this Part 2 Agreement , the Owner may give written notice that the Owner intends to terminate this Part 2 Agreement . If the Design/ Builder fails to correct the defaults , failure or neglect within seven (7 ) days after being given notice , the Owner may then give a second written notice and , after an additional seven (7 ) days , the Owner may without prejudice to any other remedy terminate the employment of the Design/Builder and take possession of the site and of all materials , equipment , tools and construction equipment arid machinery thereon owned by the Design/Builder and finish the Work by whatever method the Owner may deem expedient . If the unpaid balance of the Contract Sum exceeds the expense of finishing the Work and all damages incurred by the Owner , such excess shall be paid to the Design/Builder . If the expense of completing the Work and all damages incurred by the Owner exceeds the unpaid balance , the Design/Builder shall pay the difference to the Owner . This obligation for payment shall survive termination of this Part 2 Agreement. § 12 . 2 `GERMINATION BY THE DESIGN/BUILDER § 12 . 2 . 1 If the Owner fails to make payment when due in accordance with the Florida Prompt Pavalent Act FSS 218 . 70 et seq . , the Design/Builder may give written notice of the Design/ Builder' s intention to terminate this Part 2 Agreement . If the Design / Builder fails to receive payment in accordance with the Florida Prompt payment Act , FSS 218 . 70 et sec; . , the / (l