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7 <br /> extent same are caused by the negligence or willful misconduct of the County. It is the <br /> intent of this provision to require the Provider to indemnify the County to the fullest extent <br /> permitted under North Carolina law. <br /> 9. Amendments to the Agreement <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 the County. <br /> 10. Termination <br /> a. Other Termination. The Provider may terminate this Agreement based upon the County's <br /> material breach of this Agreement; provided, the County has not taken all reasonable <br /> actions to remedy the breach. The Provider shall give the County seven (7) days' prior <br /> written notice of its intent to terminate this Agreement for cause. Either party may <br /> terminate this Agreement upon notice to the other party that obligations pursuant to this <br /> Agreement are made impractical due to declarations of emergency by Orange County or <br /> by North Carolina due to events directly impacting Orange County. Both parties shall <br /> remain responsible for all payment and performance due up to the receipt of such notice, <br /> but shall have no further obligation or responsibility beyond that date provided the <br /> terminating party has taken all reasonable steps to complete the performance of its <br /> obligations. <br /> b. Compensation After Termination. <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 by the County due to errors or omissions of the Provider. Upon request of <br /> the County, the Provider shall submit to County all relevant documentation, <br /> including but not limited to, job cost records, to support its claims for final <br /> compensation. <br /> ii) Should this Agreement be terminated,the Provider shall deliver to the County within <br /> seven (7) days, at no additional cost, all deliverables that have been produced up to <br /> that point, including any electronic data or files relating to the Project. <br /> C. Waiver. The payment of any sums by the County under this Agreement or the failure of <br /> a party to require compliance by the other party with any provisions of this Agreement or <br /> the waiver by a party of any breach of this Agreement shall not constitute a waiver of any <br /> claim for damages for any breach of this Agreement or a waiver of any other required <br /> compliance with this Agreement. <br /> d. Suspension. County may suspend the Basic Services and this Agreement at any time for <br /> County's convenience and without penalty to County upon ten (10) days' notice to <br /> Revised 01/24 5 <br />