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<br />9. Amendments to the Agreement <br /> <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 Sheriff and the Provider. The <br />Provider shall proceed to perform the Services required by the Amendment only after <br />receiving a fully executed Amendment from the Sheriff. <br /> <br />10. Termination <br /> <br />a. Termination for Convenience of the Sheriff. This Agreement may be terminated <br />without cause by the Sheriff and for his convenience upon seven (7) days’ prior written <br />notice to the Provider. <br /> <br />b. Other Termination. The Provider may terminate this Agreement based upon the <br />Sheriff’s material breach of this Agreement; provided, the Sheriff has not taken all <br />reasonable actions to remedy the breach. The Provider shall give the Sheriff seven (7) <br />days’ prior written notice to terminate this Agreement for cause. Either party may <br />terminate this Agreement upon notice to the other party that obligations pursuant to <br />this Agreement are made impractical due to declarations of emergency by Orange <br />County or by North Carolina due to events directly impacting Orange County. Both <br />parties shall remain responsible for all payment and performance due up to the receipt <br />of such notice, but shall have no further obligation or responsibility beyond that date <br />provided the terminating party has taken all reasonable steps to complete the <br />performance of its obligations. <br /> <br />c. Compensation After Termination. <br /> <br />i. In the event of termination, the Provider shall be paid that portion of the fees <br />and expenses that it has earned to the date of termination, less any costs or <br />expenses incurred or anticipated to be incurred by the Sheriff due to errors or <br />omissions of the Provider. Upon request of the Sheriff, the Provider shall <br />submit to the Sheriff all relevant documentation, including but not limited to, <br />job cost records, to support its claims for final compensation. <br /> <br />ii. Should this Agreement be terminated, the Provider shall deliver to the Sheriff <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 Sheriff under this Agreement or the failure <br />of the Sheriff to require compliance by the Provider with any provisions of this <br />Agreement or the waiver by the Sheriff of any breach of this Agreement shall not <br />DocuSign Envelope ID: 435B9F22-AD6A-4E82-BE31-B40A22E058E6