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15 <br />8.1.1 Changes in the Basic Services and entitlement to additional compensation or a <br />change in duration of this Agreement shall be made by a written Amendment to this Agreement <br />executed by the County and the Consultant. The Consultant shall proceed to perform the <br />Services required by the Amendment only after receiving a fully executed Amendment from the <br />County. <br />ARTICLE 9 TERMINATION <br />9.1 Termination for Convenience of the County <br />9.1.1 This Agreement may be terminated without cause by the County and for its <br />convenience upon seven (7) days prior written notice to the Consultant. <br />9.2 Other Termination <br />9.2.1 The Consul ay terminate this Agreement based upon the County's material <br />breach of this Agreemen vi the County has not taken all reasonable actions to remedy <br />the breach. The Cons shall g the County seven (7) days' prior written notice of its intent <br />to terminate this <br />9.3 <br />9.3.1 <br />Agr ent for <br />Compens <br />In the event of <br />and expenses that it has earned to the <br />anticipated to be incurred by the Coun <br />Wffe Consultant shall be paid that portion of the fees <br />of ter n, less any costs or expenses incurred or <br />e r omissions of the Consultant. <br />9.3.2 Should this Agreement be ten <br />within seven (7) days, at no additional cost, all <br />relating to the Project. <br />9.4 Waiver <br />9.4.1 The payment of any sums by the County <br />t shall deliver to the County <br />any electronic data or files <br />ent or the failure of <br />the County to require compliance by the Consultant with any pMvisions of this Agreement or the <br />waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim <br />for damages by the County for any breach of this Agreement or a waiver of any other required <br />compliance with this Agreement. <br />ARTICLE 10 ADDITIONAL PROVISIONS <br />10.1 Relationship of Parties <br />10.1.1 Consultant is an independent contractor of the County. Neither Consultant nor <br />any employee of the Consultant shall be deemed an officer, employee or agent of the County. <br />Consultant's personnel shall not be employees of, or have any contractual relationship with, the <br />County. <br />10.2 Limitation and Assi_ng ment <br />Revised 10/14 <br />5 <br />