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Revised 11/19 5 <br /> <br /> 8.1 Changes in Basic Services <br /> <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 Services <br />required by the Amendment only after receiving a fully executed Amendment from the County. <br /> <br />ARTICLE 9 TERMINATION <br /> <br /> 9.1 Termination for Convenience of the County <br /> <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 /> <br /> 9.2 Other Termination <br /> <br /> 9.2.1 The Consultant may terminate this Agreement based upon the County's material <br />breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the <br />breach. The Consultant shall give the County seven (7) days' prior written notice of its intent to <br />terminate this Agreement for cause. <br /> <br /> 9.3 Compensation After Termination <br /> <br /> 9.3.1 In the event of termination, the Consultant shall be paid that portion of the fees <br />and expenses that it has earned to the date of termination, less any costs or expenses incurred or <br />anticipated to be incurred by the County due to errors or omissions of the Consultant. <br /> <br /> 9.3.2 Should this Agreement be terminated, the Consultant shall deliver to the County <br />within seven (7) days, at no additional cost, all Deliverables including any electronic data or files <br />relating to the Project. <br /> <br /> 9.4 Waiver <br /> <br /> 9.4.1 The payment of any sums by the County under this Agreement or the failure of <br />the County to require compliance by the Consultant with any provisions 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 /> <br /> 9.5 Suspension <br /> <br /> 9.5.1 County may suspend suspend the work at any time for County’s convenience and <br />without penalty to County upon three (3) days’ notice to Consultant. Upon any suspension by <br />County, Consultant shall discontinue the work and shall not resume the work until notified to <br />proceed by County. <br /> <br />ARTICLE 10 ADDITIONAL PROVISIONS <br /> <br />DocuSign Envelope ID: F08C6043-A165-4B95-9C6F-D2E8524A0B94