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Revised 02/24 <br />5 <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 a <br />fully executed Amendment from Orange SWCD. <br /> <br />10. Termination <br /> <br />a. Termination for Convenience of the County. This Agreement may be terminated without <br />cause by Orange SWCD and for its convenience upon seven (7) days’ prior written notice <br />to the Provider. <br /> <br />b. Other Termination. The Provider may terminate this Agreement based upon Orange <br />SWCD’s material breach of this Agreement; provided, Orange SWCD has not taken all <br />reasonable actions to remedy the breach. The Provider shall give Orange SWCD seven <br />(7) days' prior written notice of its intent to terminate this Agreement for cause. Either <br />party may terminate this Agreement upon notice to the other party that obligations <br />pursuant to this Agreement are made impractical due to declarations of emergency by <br />Orange SWCD or Orange County or by North Carolina due to events directly impacting <br />Orange County. Both parties shall remain responsible for all payment and performance <br />due up to the receipt of such notice,but shall have no further obligation or responsibility <br />beyond that date provided the terminating party has taken all reasonable steps to complete <br />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 Orange SWCD due to errors or omissions <br />of the Provider. Upon request of Orange SWCD, the Provider shall submit to Orange <br />SWCD all relevant documentation, including but not limited to, job cost records, to <br />support its claims for final compensation. <br /> <br />ii) Should this Agreement be terminated, the Provider shall deliver to Orange SWCD <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 Orange SWCD under this Agreement or the failure <br />of Orange SWCD to require compliance by the Provider with any provisions of this <br />Agreement or the waiver by Orange SWCD of any breach of this Agreement shall not <br />constitute a waiver of any claim for damages by Orange SWCD for any breach of this <br />Agreement or a waiver of any other required compliance with this Agreement. <br /> <br />e. Suspension. Orange SWCD may suspend the Basic Services and this Agreement at any <br />time for Orange SWCD’s convenience and without penalty to Orange SWCD upon three <br />(3) days’ notice to Provider. Upon any suspension by Orange SWCD, Provider shall <br />Docusign Envelope ID: 09E3DA75-EF11-41A2-AA45-CB9BEA757C8D