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DocuSign Envelope ID:472CD85E-796C-4E42-A730-E5366BB12016 <br /> I <br /> I <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. i <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 /> 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 /> Revised 12118 <br /> 4 l <br />