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to require the Provider to indemnify the Sheriff to the fullest extent permitted under <br />North Carolina law. <br />9. Amendments to the Agreement <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 Sheriff 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 Sheriff. <br />10. Termination <br />a. Other Termination. Either party may terminate this Agreement based upon the <br />material breach of this Agreement; provided, the other partyhas not taken all <br />reasonable actions to remedy the breach. The terminating party shall give the other <br />party thirty (30) days’ prior written notice to terminate this Agreement for cause. <br />Either party may terminate this Agreement upon notice to the other party that <br />obligations pursuant to this Agreement are made impractical due to declarations of <br />emergency by Orange County or by North Carolina due to events directly impacting <br />Orange County. Both parties shall remain responsible for all payment and <br />performance due up to the receipt of such notice, but shall have no further <br />obligation or responsibility beyond that date provided the terminating party has <br />taken all reasonable steps to complete the performance of its obligations. <br />b. Compensation After Termination. <br />i. In the event of termination, the Provider shall be paid that portion of the <br />fees and expenses that it has earned to the date of termination, less any costs <br />or expenses incurred or anticipated to be incurred by the Sheriff due to <br />errors or omissions of the Provider. Upon request of the Sheriff, the <br />Provider shall submit to the Sheriff all relevant documentation, including but <br />not limited to, job cost records, to support its claims for final compensation. <br />ii. Should this Agreement be terminated, the Provider shall deliver to the Sheriff <br />within thirty (30) days, at no additional cost, all deliverables including any <br />electronic data or files relating to the Project. <br />c. Waiver. The payment of any sums by the Sheriff under this Agreement or the failure <br />of the Sheriff to require compliance by the Sheriff with any provisions of this <br />Agreement or the waiver by the Sheriff of any breach of this Agreement shall not <br />constitute a waiver of any claim for damages by the Sheriff for any breach of this <br />Agreement or a waiver of any other required compliance with this Agreement. <br />11. Additional Provisions <br />a. Limitation and Assignment. The Sheriff and the Provider each bind themselves, their <br />successors, assigns, and legal representatives to the terms of this Agreement. Neither <br />the Sheriff nor the Provider shall assign or transfer its interest in this Agreement <br />without the written consent of the other. There are no third-party beneficiaries of <br />this Agreement and nothing in this Agreement, express or implied, is intended to <br />confer on any person other than the parties hereto (and their respective successors, <br />heirs, and permitted assigns), any rights, remedies, or obligations. <br />Docusign Envelope ID: 57B8CAEA-5B53-40D6-BBFB-DA6FFEBE77CDDocusign Envelope ID: 489D30F2-86EB-497C-A928-1D702E167CB2