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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 /> ( 1 ) Settle all outstanding liabilities and all claims arising out of such cancellation of commitments ; or <br /> ratify all such settlements ; and <br /> (2) 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 the rights , title , and interest of the Service Provider under the orders and <br /> subcontracts so terminated . Nothing herein shall be construed to make Capital area responsible for <br /> the settlement or payment of any claims or amounts owed by WIOA . <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 and the Contract may be terminated by Capital Area through <br /> written Notice of Default. The General Provisions in subparagraph (b) of Section 11 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 <br /> or 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 youth as specified herein . The Service <br /> ility for supervision of any employees of the Service Provider Provider has the specific duty and responsib <br /> rests with the Service Provider . Capital Area and the Service Provider acknowledge and agree that <br /> individuals employed in this project activity are employees of the Service Provider and are therefore subject <br /> to the rules , regulations , and supervision of the Service Provider . The Service Provider further agrees that <br /> the Service Provider is fully responsible for the payment of any and all taxes arising from the payment of <br /> monies under this Agreement. Wake County and/or Capital Area shall not be liable to the Service Provider <br /> 8 <br />