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Revised 07/20 <br />5 <br /> <br /> <br />THE CLAIM FOR DIRECT DAMAGES. PROVIDER AND COUNTY SHALL NOT <br />BE RESPONSIBLE FOR ANY LOST PROFITS OR OTHER DAMAGES, <br />INCLUDING INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY <br />OTHER DAMAGES, HOWEVER CAUSED. <br /> <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 County and the Provider. The Provider <br />shall proceed to perform the Services required by the Amendment only after receiving <br />a fully executed Amendment from the County. <br /> <br />10. Termination <br /> <br />a. Termination for Convenience of the County. This Agreement may be terminated <br />without cause by the County and for its convenience upon ninety (90) days’ prior written <br />notice to the Provider. <br /> <br />b. Other Termination. Either Party may terminate this Agreement upon written notice if <br />the other Party is in material breach of this Agreement and fails to cure such breach <br />within thirty (30) days after the notifying Party provides written notice of the breach. <br /> <br />c. Compensation After Termination. <br /> <br />i) In the event of termination, the Provider 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 <br />incurred or anticipated to be incurred by the County due to errors or omissions of <br />the Provider. Upon request of the County, the Provider shall submit to County all <br />relevant documentation, including but not limited to, job cost records, to support <br />its claims for final compensation. <br /> <br />ii) Should this Agreement be terminated, the Provider shall deliver to the County <br />within thirty (30) 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 County under this Agreement or the failure <br />of the County to require compliance by the Provider with any provisions of this <br />Agreement or the waiver by the County of any breach of this Agreement shall not <br />constitute a waiver of any claim for damages by the County for any breach of this <br />Agreement or a waiver of any other required compliance with this Agreement. <br /> <br /> <br />11. Additional Provisions <br /> <br />a. Limitation and Assignment. The County and the Provider each bind themselves, their <br />successors, assigns and legal representatives to the terms of this Agreement. Neither the <br />DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FADocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360