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10 <br /> the date upon which such termination becomes effective. In no instance shall a termination for <br /> convenience be effective in less than ninety (90) days after receipt of notice thereof. <br /> b. After receipt of the Notice of Termination, the Service Provider shall cancel outstanding commitments <br /> covering the procurement or rental of materials, supplies, equipment, and miscellaneous items. In <br /> addition, the Service Provider shall exercise all reasonable diligence to accomplish the cancellation or <br /> diversion of outstanding commitments covering personal services that extend beyond the date of such <br /> termination to the extent that they relate to the performance of any work terminated by the notice. With <br /> respect to such canceled commitments, the Service Provider agrees to: <br /> i. Settle all outstanding liabilities and all claims arising out of such cancellation of commitments; or <br /> ratify all such settlements; and <br /> ii. If requested by Capital Area, to Assign to Capital Area in the matter, at the time and to the extent <br /> directed by Capital Area, all of the rights, title, and interest of the Service Provider under the orders <br /> and subcontracts so terminated. Nothing herein shall be construed to make Capital area responsible <br /> for the settlement or payment of any claims or amounts owed by the Service Provider. <br /> c. The parties may terminate this Contract, in whole or in part, if both parties agree in writing to all <br /> termination conditions. <br /> 14. Termination for Breach. If the Service Provider fails to perform under this Contract or fails to make <br /> satisfactory progress so as to endanger overall performance, Capital Area will advise the Service Provider in <br /> writing and the Service Provider has ten (10) days from receipt of such notice to correct the condition to <br /> Capital Area's satisfaction. If the condition is not corrected within the ten (10) day period, the Service <br /> Provider may be determined to be in breach. The Contract may then be terminated by Capital Area through <br /> written Notice of Default. The General Provisions in subparagraph (b) of Section 11, above,will then apply. <br /> 15. Modifications. Capital Area may prepare modifications in the scope of services to be performed hereunder <br /> by the Service Provider. Such modifications, including any increase or decrease in the maximum amount of <br /> compensation, shall be set forth in writing, executed by an authorized representative of both parties, and <br /> incorporated into this Contract. Both parties agree to make any modifications required by changes in state or <br /> federal or grant requirements effective during the term of this contract. <br /> 16. Relationship of Parties. Capital Area and the Service Provider acknowledge and concur that the Service <br /> Provider is an independent contractor. Capital Area and the Service Provider acknowledge and concur that it <br /> is the Service Provider's responsibility to deliver services to WIOA customers as specified herein. The <br /> Service Provider has the specific duty and responsibility for supervision of any employees of the Service <br /> Provider. Capital Area and the Service Provider acknowledge and agree that individuals employed in this <br /> project activity are employees of the Service Provider and are therefore subject to the rules, regulations, and <br /> supervision of the Service Provider. The Service Provider further agrees that the Service Provider is fully <br /> 8 <br />