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a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional <br /> compensation or a change in duration of this Agreement shall be made by a written <br /> Amendment to this Agreement executed by the County and the Provider. The Provider <br /> shall proceed to perform the Services required by the Amendment only after receiving a <br /> fully executed Amendment from the County. <br /> 10. Termination <br /> a. Termination for Convenience of the County. This Agreement may be terminated without <br /> cause by the County and for its convenience upon seven (7) days' prior written notice to <br /> the Provider. <br /> b. Other Termination. The Provider may terminate this Agreement based upon the County's <br /> material breach of this Agreement; provided, the County has not taken all reasonable <br /> actions to remedy the breach. The Provider shall give the County seven (7) days' prior <br /> written notice of its intent to terminate this Agreement for cause. <br /> c. Compensation After Termination. <br /> i) In the event of termination, the Provider shall be paid that portion of the fees and <br /> expenses that it has earned to the date of termination. <br /> ii) Should this Agreement be terminated, and provided Provider has been fully paid <br /> for services rendered, the Provider shall deliver to the County within seven (7) <br /> days, at no additional cost, all deliverables including any electronic data or files <br /> relating to the Project. The County recognizes that data, plans, specifications, <br /> reports, documents or other information recorded on or transmitted as electronic <br /> media are subject to undetectable alteration, either intentional or unintentional due <br /> to, among other causes, transmission, conversion, media degradation, software <br /> error, or human alteration. Accordingly, the electronic documents provided to the <br /> County are for informational purposes only and are not intended as an end-product. <br /> The Provider makes no warranties, either expressed or implied, regarding the <br /> fitness or suitability of the electronic documents. <br /> d. Waiver. The payment of any sums by the County under this Agreement or the failure of <br /> the County to require compliance by the Provider with any provisions of this Agreement <br /> or the waiver by the County of any breach of this Agreement shall not constitute a <br /> waiver of any claim for damages by the County for any breach of this Agreement or a <br /> waiver of any other required compliance with this Agreement. <br /> 11. Additional Provisions <br /> a. Limitation and Assignment. The County and the Provider each bind themselves, their <br /> successors, assigns and legal representatives to the terms of this Agreement. Neither the <br /> County nor the Provider shall assign or transfer its interest in this Agreement without the <br /> written consent of the other. <br /> Revised January 2010 <br /> 5 <br />