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MISCELLANEOUS <br /> 1 . Term of Agreement . <br /> This agreement shall be effective upon execution by <br /> both parties and shall run for an initial term of one year. <br /> This agreement shall be automatically renewed on the <br /> execution date, 1995 and 1996 for additional on year terms, <br /> unless terminated as provided herein. <br /> 2 . Indemnity. <br /> The County of Orange agrees to indemnify and save <br /> harmless TJCOG, its agents and employees from and against <br /> any and all loss, costs, damages, expense and liability <br /> arising from the provision of services pursuant to the terms <br /> of this agreement . <br /> 3 . Termination by TJCOG. <br /> TJCOG may terminate this agreement at any time by <br /> giving written notice to the other party of such termination <br /> and specifying the date thereof, at least thirty (30) days <br /> before the effective date of such termination. In that <br /> event, all unexpended fees collected and all finished or <br /> unfinished documents and other materials produced or <br /> collected by TJCOG shall be returned to the County of <br /> Orange . <br /> 4 . Termination by the County of Orange . <br /> The County of Orange may terminate this agreement at <br /> any time by giving written notice to the other party of such <br /> termination and specifying the date thereof, at least <br /> thirty (30) days before the effective date of such <br /> termination . In that event, all finished or unfinished <br /> documents and other materials produced or collected by TJCOG <br /> shall be returned to the County of Orange. However, in <br /> recognition of the fact that TJCOG will contract with CATV <br /> consultants and that TJCOG will be expected to continue <br /> managing the work of the CATV consultants in reliance upon <br /> receipt of said fees, no fees paid pursuant to this <br /> agreement shall be refunded. <br /> 5 . Assignment . <br /> Neither party may assign any rights or delegate any <br /> duties hereunder without the express prior written consent <br /> of the other party, except that TJCOG maintains the right to <br /> engage the services of another consultant if the City of <br /> Raleigh is, for any reason, unable or unwilling to complete <br /> the scope of work in a satisfactory manner. <br /> 5 <br />