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than thirty (30) days prior written notice of any cancellation, non-renewal or <br />reduction of coverage. <br />7. Amendments to the Agreement <br />a. Changes in Basic Services. ~ Changes in the Basic Services and entitlement to <br />additional compensation or a change in duration of this Agreement shall be made <br />by a writteri Amendment to this Agreement executed by the County and the <br />Provider. The Provider shall proceed to perform the Services required by the <br />Amendment only after receiving a fully executed Amendment from the County. <br />8. Termination <br />a. Termination for Convenience of the County. This Agreement may be terminated <br />without cause by the County and for its convenience upon seven (7) days' prior <br />written notice to the Provider. <br />b. Other Termination. The Provider may terminate this Agreement based upon the <br />County's material breach of this Agreement; provided, the County has not taken all <br />reasonable actions to remedy the breach. The Provider shall give the County seven <br />(7) days' prior 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 <br />and expenses that it has earned to the date of termination, less any costs or <br />expenses incurred or anticipated to be incurred by the County due to errors or <br />omissions of the Provider. <br />ii. Should this Agreement be terminated, the Provider shall deliver to the County <br />within seven (7) days,. at no additional cost, all deliverables including any <br />electronic data or files relating to the Project. <br />d. Waiver. The payment of any sums by the County underthis Agreement or the <br />failure of the County to require compliance by the Provider with any provisions of <br />this Agreement or the waiver by the County of any breach of this Agreement shall <br />not constitute a waiver of any claim for damages by the County for any breach of <br />this Agreement or a waiver of any other required compliance with this Agreement. <br />9. Additional Provisions <br />a. Limitation and Assignment. The County and the Provider each bind themselves, <br />p their successors, assigns and legal representatives to the terms of this Agreement. <br />Neither the County nor the Provider shall assign or transfer its interest in this <br />Agreement without the written consent of the other. <br />5 <br />