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1. This Agreement may be terminated in whole or in part in writing by either party in the event of <br /> substantial failure by the other party to fulfill its obligations under this Agreement through no <br /> fault of the terminating party;provided that no such termination may be affected unless the other <br /> party is given not less than fifteen(15)calendar days prior written notice(delivered by certified <br /> mail,return receipt requested)of intent to terminate, and an opportunity for consultation with the <br /> terminating party prior to termination. <br /> 2. This Agreement may be terminated in whole or in part in writing by the Study for its <br /> convenience;provided that the Consultant is given not less than fifteen(15)calendar days prior <br /> written notice delivered by certified mail,return receipt requested of intent to terminate, and an <br /> opportunity for consultation with the Study prior to termination. <br /> 3. Upon receipt of a notice of intent to terminate from the Study pursuant to this Agreement,the <br /> Consultant shall(1)promptly discontinue all services affected(unless the notice directs <br /> otherwise),and(2)make available to the Study at any reasonable time at a location specified by <br /> the Study all data,drawings, specifications,reports,estimates,summaries,and such other <br /> information and materials as may have been accumulated by the Consultant in performing this <br /> Agreement,whether completed or in process. <br /> 4. Upon termination pursuant to this Agreement,the Study's Representative may take over the work <br /> and complete the same by agreement with another party or otherwise. <br /> E. EQUAL EMPLOYMENT OPPORTUNITY REQUIREMENTS. The Consultant agrees to <br /> abide by and comply with the Study's"Equal Employment Opportunity Clause"(attached and marked <br /> hereto as Exhibit F and incorporated herein by reference)to the extent that the clause is applicable to <br /> this contract. <br /> F. INDEPENDENT CONTRACTOR STATUS. Nothing contained in this Agreement shall be <br /> construed to make the Consultant an employee or partner of the Study. The Consultant shall at all <br /> times hereunder be construed to be an independent contractor. <br /> G. FEDERAL FUNDING. If Federal Funds are utilized as a source of Project funding,the <br /> Consultant shall abide by the terms of all Federal requirements in the performance of duties <br /> hereunder. <br /> H. AMENDMENT OF AGREEMENT. This Agreement shall be amended or supplemented only in <br /> writing and executed by both parties hereto. Any modification of this Agreement or additional <br /> obligations assumed by either party in connection with this Agreement will be binding only if <br /> evidenced in writing and signed by each party. <br /> I. HOLD HARMLESS. Consultant agrees to the fullest extent permitted by law to indemnify and <br /> hold harmless Study and its officers,officials, employees,from and against all damages and <br /> liabilities,including bodily injury or death,and including reasonable expenses and attorney fees to the <br /> extent caused by the Consultant's negligent acts,errors,or omissions in the performance of the <br /> Consultant's services under this agreement. <br /> Insurance coverage specified in this Agreement constitutes the minimum requirements and said <br /> requirements shall not lessen or limit the liability of the Consultant under the terms of the Agreement. <br /> The Consultant shall procure and maintain at his own cost and expense,any additional kinds and <br /> amounts of insurance that, in the Consultant's own judgment,may be necessary for the Consultant's <br /> proper protection in the prosecution of the work. <br /> 5 <br />