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Revised 12/18 5 <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 /> <br />10. Termination <br /> <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 /> <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 ninety (90) days' prior <br />written notice of its intent to terminate this Agreement for cause. <br /> <br />c. Compensation After Termination. <br /> <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 /> <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 /> <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 /> <br />e. Suspension. County may suspend the Basic Services and this Agreement at any time for <br />County’s convenience and without penalty to County upon three (3) days’ notice to <br />Provider. Upon any suspension by County, Provider shall discontinue the Basic <br />Services and shall not resume the Basic Services until notified to proceed by County. <br /> <br />f. Force Majeure Event. If the performance by either Party of its obligations under this <br />Agreement is made impossible or largely impossible due to strike, fire, riot, war, weather <br />conditions, Act of God, or any other cause beyond the reasonable control of such Party <br />(a "Force Majeure Event"), the obligations of the Party so affected shall be suspended <br />until such time as the affected Party is able, using its good faith efforts, to cure or <br />remedy the consequences resulting from such Force Majeure Event and/or pursue <br />alternative means to fulfill its obligations under this Agreement. Such period of <br />suspension shall not in any way invalidate this Agreement. Economic hardship shall not <br />be considered a Force Majeure Event. Each Party agrees to provide immediate written <br />notice of a Force Majeure Event affecting its performance under this Agreement. Either <br />Party has the right to terminate this Agreement if a Force Majeure Event suspends <br />performance of Basic Services for a period of ninety (90) days or more. <br />7