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Revised 01/24 5 <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 /> <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 a <br />fully executed Amendment from the County. <br /> <br />10. Termination <br /> <br /> <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 /> <br />b. 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 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 /> <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 /> <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 /> <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 />Docusign Envelope ID: 514EC1E0-3B72-8741-810A-AE00287DD37F