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DocuSign Envelope ID: 55216ACD- F131 -4A61- 9954- FED540EC27BF <br />7.2.1 The Consultant agrees, without limitation, to indemnify and hold harmless the <br />County from all loss, liability, claims or expense, including attorney's fees, arising out of or <br />related to the Project and arising from property damage or bodily injury including death 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 <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 />9.4.1 The payment of any sums by the County under this Agreement or the failure of <br />the County to require compliance by the Consultant with any provisions of this Agreement or the <br />waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim <br />Revised 10/17 <br />4 <br />