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DocuSign Envelope ID:AAFE32EB-3612-44B8-91 CE-458C8D248047 <br /> 8.1.1 Changes in the Basic Services and entitlement to additional compensation or a change in <br /> duration of this Agreement shall be made by a written Amendment to this Agreement executed by the <br /> County and the Consultant. The Consultant shall proceed to perform the Services required by the <br /> Amendment only after receiving a fully executed Amendment from the County. <br /> ARTICLE 9 TERMINATION <br /> 9.1 Termination for Convenience of the County <br /> 9.1.1 This Agreement maybe terminated without cause by the County and for its convenience <br /> upon thirty(30) days prior written notice to the Consultant. <br /> 9.2 Other Termination <br /> 9.2.1 The Consultant may terminate this Agreement based upon the County's material breach <br /> of this Agreement; provided the County has not taken all reasonable actions to remedy the breach. The <br /> Consultant shall give the County thirty(30) days'prior written notice of its intent to terminate this <br /> Agreement for cause. <br /> 9.3 Compensation After Termination <br /> 9.3.1 In the event of termination, the Consultant 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 incurred or anticipated <br /> to be incurred by the County due to errors or omissions of the Consultant. If such event occurs the <br /> consultant(UNC) and sponsor(Orange County) will negotiate through arbitration to determine a <br /> reasonable amount. <br /> 9.3.2 Should this Agreement be terminated, the Consultant shall deliver to the County within <br /> seven (7) days, at no additional cost, all Deliverables including any electronic data or files relating to the <br /> Project. <br /> 9.4 Waiver <br /> 9.4.1 The payment of any sums by the County under this Agreement or the failure of the <br /> County to require compliance by the Consultant with any provisions of this Agreement or the waiver by <br /> the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by <br /> the County for any breach of this Agreement or a waiver of any other required compliance with this <br /> Agreement. <br /> 9.5 Suspension <br /> 9.5.1 County may suspend the work at any time for County's convenience and without penalty <br /> to County upon three (3) days' notice to Consultant. Upon any suspension by County, Consultant shall <br /> discontinue the work and shall not resume the work until notified to proceed by County. <br /> ARTICLE 10 ADDITIONAL PROVISIONS <br /> 4 <br />