Agenda - 06-20-2017 - 8-h - Efland Sewer to Mebane, Phase 2 Extension – Construction Engineering and Inspection Services Contract for the Efland-Buckhorn-Mebane Utility Planning Area

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46 agrees that said compensation is fair and appropriate as liquidated damages for any and all costs and damages it might incur as a result of such termination. 11.3.3 In the event of termination by reason of a material breach of the Agreement by the Designer,the Designer shall be paid that portion of its fees and expenses that it has earned to the date of termination,less any costs or expenses incurred or anticipated to be incurred by the Owner due to errors or omissions of the Designer or by reason of the Designer's breach of this Agreement. 11.3.4 Should this Agreement be terminated as provided under this Article 11 the Owner shall be granted,at no additional cost, ownership of all documents,drawings,and electronic databases relating to the Project,including the ownership and use of all drawings, specifications,documents and materials relating to the Project prepared by or in the possession of the Designer.The Designer shall turn over to the Owner within seven(7)days and in good unaltered condition reproducibles of all original drawings,specifications, documents,electronic data bases and materials.In the event of such termination,and should the Owner use such drawings for completion of the Project,the Owner shall indemnify and hold the Designer harmless,to the extent authorized by North Carolina Law, from and against any cost,expense,damage or claim arising out of the loss of life,personal injury or damage to tangible property occasioned wholly or in part by any act or omission by the Owner,its Contractor(s),agents or employees in connection with Owner's use of such drawings,plans,specifications,renderings,models and other work provided as part of Basic Services and Additional Services. The Designer specifically agrees to incorporate the provisions of this paragraph in all contracts for the services of Designer's Consultants. The Owner agrees that the Designer may retain one set of drawings for its records. 11.3.5 Should this Agreement be terminated,the Owner shall,nevertheless,have the right to require the Designer and/or its Consultants to perform such additional effort as may be necessary to provide professionally certified and sealed drawings and to delivering to the Owner such certified and sealed drawings with respect to any phase or item of the project,for which effort the Designer shall be compensated in accordance with this Agreement. 11.4 Suspension 11.4.1 The Owner may,in writing,order the Designer to suspend,delay or interrupt all or any part of its Services on the Project for the convenience of Owner. 11.4.2 In the event the Designer believes that any suspension,delay or interruption of any or all of the Work on the Project,may require an extension of the duration of Basic Services or an increase in the level of staffing by Designer,it shall so notify the Owner and propose an amendment of the Key Milestone Listing for consideration of the Owner. Such amendment or extension shall be effective only upon the written approval of the Owner,which will not be withheld unreasonably. In the event the duration of Basic Services is extended or shortened or the level of staffing by the Designer is increased or decreased,the Designer's compensation for Basic Services may be equitably adjusted. 11.4.3 A suspension,delay or interruption of the Project shall not terminate this Agreement; provided,however,that if such suspension,delay or interruption causes a suspension of the Designer's services for a period exceeding ninety(90)days,the Designer's compensation for Basic Services may be equitably adjusted. 11.5 Waiver 11.5.1 The payment of any sums by the Owner under this Agreement or the failure of the Owner to require compliance by the Designer with any provisions of this Agreement or the waiver by the Owner of any breach of this Agreement shall not constitute a waiver of any 12 Revised 3/16