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DocuSign Envelope ID:9141986F-1 B82-40FD-B364-5C818EBODBD6 <br /> not applicable). Consultant shall not commence work until such insurance is in effect and <br /> certification thereof has been received by the Owner's Risk Manager. <br /> 7.2 Indemnity <br /> 7.2.1 The Consultant agrees to indemnify and hold harmless the County from all loss, <br /> liability, claims or expense, including attorney's fees, arising out of or related to the Project and <br /> arising from any injury physical, emotional, or other, including death, or property damage to any <br /> person or persons caused in whole or in part by the negligence or misconduct of the Consultant <br /> except to the extent same are caused by the negligence or willful misconduct of the County. It is <br /> the intent of this provision to require the Consultant to indemnify the County to the fullest extent <br /> permitted under North Carolina law. <br /> ARTICLE 8 AMENDMENTS TO THE AGREEMENT <br /> 8.1 Changes in Basic Services <br /> 8.1.1 Changes in the Basic Services and entitlement to additional compensation or a <br /> change in duration of this Agreement shall be made by a written Amendment to this Agreement <br /> executed by the County and the Consultant. The Consultant shall proceed to perform the <br /> Services required by the Amendment only after receiving a fully executed Amendment from the <br /> County. <br /> ARTICLE 9 TERMINATION <br /> 9.1 Termination for Convenience of the County <br /> 9.1.1 This Agreement may be terminated without cause by the County and for its <br /> convenience upon seven (7) days prior written notice to the Consultant. <br /> 9.2 Other Termination <br /> 9.2.1 The Consultant may terminate this Agreement based upon the County's material <br /> breach of this Agreement; provided the County has not taken all reasonable actions to remedy <br /> the breach. The Consultant shall give the County seven (7) days' prior written notice of its intent <br /> to terminate this Agreement for cause. <br /> 9.3 Compensation After Termination <br /> 9.3.1 In the event of termination, the Consultant shall be paid that portion of the fees <br /> and expenses that it has earned to the date of termination, less any costs or expenses incurred or <br /> anticipated to be incurred by the County due to errors or omissions of the Consultant. <br /> 9.3.2 Should this Agreement be terminated, the Consultant shall deliver to the County <br /> within seven (7) days, at no additional cost, all Deliverables including any electronic data or files <br /> relating to the Project. <br /> 9.4 Waiver <br /> Revised 10/14 <br /> 4 <br />