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DocuSign Envelope ID: FE562994- 247A- 4BEF- A63A- 074755E44AEB <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 S 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, Iess 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 />for damages by the County for any breach of this Agreement or a waiver of any other required <br />compliance with this Agreement. <br />9.5 Suspension <br />9.5.1 The County may suspend the work at any time for County's convenience and <br />without penalty to County upon three (3) days' notice to Consultant. Upon any suspension by <br />Revised 10117 <br />