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to indemnify the County to the fullest extent permitted under North Carolina law. <br /> <br />9. Amendments to the Agreement <br /> <br />a. Changes in Basic Services. Changes in the Basic Services and entitlement to <br />additional compensation or a change in duration of this Agreement shall be made by <br />a written Amendment to this Agreement executed by the County and the Provider. <br />The Provider shall proceed to perform the Services required by the Amendment only <br />after receiving 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 seven (7) days’ prior <br />written notice to the Provider. <br /> <br />b. Other Termination. The Provider may terminate this Agreement based upon the <br />County's material breach of this Agreement; provided, the County has not taken all <br />reasonable actions to remedy the breach. The Provider shall give the County <br />seven (7) days' prior written notice of its intent to terminate this Agreement for <br />cause. Either party may terminate this Agreement upon notice to the other party <br />that obligations pursuant to this Agreement are made impractical due to <br />declarations of emergency by Orange County or by North Carolina due to events <br />directly impacting Orange County. Both parties shall remain responsible for all <br />payment and performance due up to the receipt of such notice, but shall have no <br />further obligation or responsibility beyond that date provided the terminating party <br />has taken all reasonable steps to complete the 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 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 its <br />claims for final compensation. <br /> <br />ii) Should this Agreement be terminated, the Provider shall deliver to the County <br />within seven (7) days, at no additional cost, all deliverables including any electronic <br />data or files relating to the Project. <br /> <br />d. Waiver. The payment of any sums by the County under this Agreement or the <br />failure of the County to require compliance by the Provider with any provisions of <br />this Agreement or the waiver by the County of any breach of this Agreement shall <br />not constitute a waiver of any claim for damages by the County for any breach of <br />this Agreement or a waiver of any other required compliance with this Agreement. <br /> <br />d. Suspension. County may suspend the Basic Services and this Agreement at any <br />time for County’s convenience and without penalty to County upon three (3) days’ <br />Docusign Envelope ID: A74131D5-6B10-43C1-9499-45040399B400