Orange County NC Website
DocuSign Envelope ID:9BFA37E2-D334-4AF6-BE2F-3DEC4FCCF3C4 <br /> maintain and/or correctly and lawfully use the Equipment as agreed to herein. County <br /> shall give Provider immediate notice of any claim or liability hereby indemnified against. <br /> c. Loss and Damage: County shall bear all risk of loss and damage to the Equipment from <br /> delivery to County's site from all causes. No loss or damage to the Equipment shall <br /> impair any other obligation of County hereunder. <br /> 9. Amendments to the Agreement <br /> 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, less any costs or expenses <br /> incurred or anticipated to be incurred by the County due to errors or omissions of <br /> 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 under this Agreement or the failure of <br /> either party to require compliance of the other party with any provisions of this <br /> Agreement or the waiver of any breach of this Agreement shall not constitute a waiver of <br /> any claim for damages by the parties for any breach of this Agreement or a waiver of <br /> any other required compliance with this Agreement. <br /> e. Suspension. County may suspend the Basic Services and this Agreement at any time for <br /> County's convenience upon seven (7) days' notice to Provider. Upon any suspension by <br /> County, Provider shall discontinue work on the Basic Services and shall not resume the <br /> Basic Services until notified to proceed by County. <br /> Revised 12/18 <br /> 5 <br />