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Attachment 1 2 AGREEMENT FOR PRUFESSIUN,AL SERVICES THIS AGREEMENT, effective as of the day of 2006, by and between Orange County, North Carolina {hereinafter referred to as the Client), and Clarion Associates of Colorado, LLC, a Colorado Limited Liability Company doing business at 1700 Broadway, #400, Denver, Colorado (hereinafter referred to as the Contractox). WHEREAS, the Client is undertaking preparation of a Comprehensive Plan; and 'PVHEREAS, the Client desires to engage the Contractor to render certain professional advice and assistance in connection with the preparation of the Comprehensive Plan: NOW, THEREFORE, the parties hereto mutually agree as follows: 1. Scope of Services. The Contractor agrees to provide planning services to the Client. The services to be performed are described in Exhibit A: Scope of Services, attached hereto and incorporated herein. The Client agrees to provide supporting services to the Contractor as described in Exhibit A. 2. Time of Performance. The services of the Contractor are to commence on the date of execution of this agreement, and sha11 be undertaken and completed in such sequence as to insure their completion consistent with the schedule in Exhibit A. The tune of performance may be extended by mutual agreement of the parties. Contractor's work will be of a level that is considered professionally acceptable i~ the planning profession. 3. Method of Payment & Total Proiect Amannt. The Client shall compensate Contractor far its services in accordance with the Compensation Schedule set out in Exhibit B. The amounts set forth on Compensation Schedule are not to exceed amounts for each task. It is understood and agreed that in no event will the total compensation and reimbursement to be paid hereunder exceed the sum of $50,000 far all services rendered. By mutual agreement, the Client and Consultant may reallocate the budget among project tasks i.fthe fatal budget amount remains unchanged. 4. General Terms and Conditions. A. Termination of Agreement: The Client shall have the right to terminate. this Agreement, with ar without cause, by giving written notice to the Contractor of such ternx%nation and specifying the effective date thereof, which notice shall be given at least 30 days before the effective date of such tezzx~ination. In such event all finished ar unfinished documents, data, studies and reports prepared by the Contractor pursuant to this Agreement shall become the Client's property. Contractor shall be entitled to receive compensation in accordance with the Agreement for any satisfactory work completed pursuant to the terms of this Agreement prior to the date of termination. Not withstanding the above, Contractor shall not be relieved of liability to the