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15 <br /> 11.2.3 In the event of a change in the Owner's statutory authority, mandate and/or mandated functions, by state and/or federal <br /> legislative or regulatory action,which adversely affects Owner's authority to continue its obligations under this Agreement,then this <br /> Agreement shall automatically terminate without penalty or further cost to Owner upon written notice to Designer of such limitation or <br /> change in Owner's legal authority. <br /> 11.3 Compensation after Termination <br /> 11.3.1 In the event of termination for the convenience of the Owner,the Designer shall be paid that portion of its fees and expenses <br /> that it has earned to the date of termination, plus five percent(5%) of its compensation for Basic Services earned to date or of its <br /> unearned compensation for Basic Services, whichever is less, less any costs or expenses incurred or anticipated to be unearned by the <br /> Owner due to errors or omissions of the Designer. <br /> 11.3.2 In the event of termination by reason of a material breach of the Agreement by the Owner,the Designer shall be entitled to the <br /> same compensation as it would have received had the Owner terminated the Agreement for convenience, and the Designer expressly <br /> agrees that said compensation is fair and appropriate as liquidated damages for any and all costs and damages it might incur as a result <br /> of such termination. <br /> 11.3.3 In the event of termination by reason of a material breach of the Agreement by the Designer,the Designer shall be paid that <br /> portion of its fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be <br /> incurred by the Owner due to errors or omissions of the Designer or by reason of the Designer's breach of this Agreement. <br /> 11.3.4 Should this Agreement be terminated as provided under this Article 11 the Owner shall be granted, at no additional cost, <br /> ownership of all documents, drawings, and electronic databases relating to the Project, including the ownership and use of all drawings, <br /> specifications, documents and materials relating to the Project prepared by or in the possession of the Designer.The Designer shall turn <br /> over to the Owner within seven (7) days and in good unaltered condition reproducibles of all original drawings,specifications, <br /> documents, electronic data bases and materials. In the event of such termination,and should the Owner use such drawings for <br /> completion of the Project,the Owner shall indemnify and hold the Designer harmless,to the extent authorized by North Carolina Law, <br /> from and against any cost, expense, damage or claim arising out of the loss of life, personal injury or damage to tangible property <br /> occasioned wholly or in part by any act or omission by the Owner, its contractor(s), agents or employees in connection with Owner's use <br /> of such drawings, plans, specifications, renderings, models and other work provided as part of Basic Services and Additional Services, as <br /> may have been amended.The Designer specifically agrees to incorporate the provisions of this paragraph in all contracts for the services <br /> of Designer's Consultants.The Owner agrees that the Designer may retain one set of drawings for its records. <br /> 11.3.5 Should this Agreement be terminated,the Owner shall, nevertheless, have the right to require the Designer and/or its <br /> Consultants to perform such additional effort as may be necessary to provide professionally certified and sealed drawings and to deliver <br /> to the Owner such certified and sealed drawings with respect to any phase or item of the project,for which effort the Designer shall be <br /> compensated in accordance with this Agreement. <br /> 11.4 Suspension <br /> 11.4.1 The Owner may, in writing,order the Designer to suspend, delay or interrupt all or any part of its Services on the Project for the <br /> convenience of Owner. <br /> 11.4.2 In the event the Designer believes that any suspension,delay or interruption of any or all of the Work on the Project, may <br /> require an extension of the duration of Basic Services or an increase in the level of staffing by Designer, it shall so notify the Owner and <br /> 12 <br /> Revised 10/17 <br />