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DocuSign Envelope ID: E45930OD-0094-4E66-A944-039543AOE351 <br /> 10.1 Changes in the Designer's Basic Services <br /> 10.1.1 Changes in the Basic Services and entitlement to additional compensation ❑r a change in duration of this Agreement shall be <br /> made by a written Amendment to this Agreement executed by the Owner and the Designer.The Designer shall proceed to perform the <br /> Services required by the Amendment only after receiving a fully executed Amendment from the Owner or a written notice from the <br /> Owner directing the Designer to proceed,whichever is earlier. <br /> 10.2 Owner Changes <br /> 10.2.1 The Owner may,without invalidating this Agreement,make written changes in the ❑esigner's Basic Services or Additional <br /> Services of this Agreement by preparing and executing a Change Order.Within three (3)days of receipt of such a Change Order,the <br /> Designer shall notify the Owner in writing of any change contained therein that the Designer believes significantly increases or decreases <br /> the Designer's services with respect to the Project and request an adjustment in compensation with respect thereto. If the Change Order <br /> significantly increases or decreases the Designer's services,the Designer's compensation may be equitably adjusted. <br /> ARTICLE 11 <br /> TERMINATION AND SUSPENSION <br /> 11.1 Termination for Convenience of the Owner <br /> 11.1.2 This Agreement may be terminated without cause by the Owner and for its convenience upon seven (7)days written notice to <br /> the Designer. <br /> 11.2 Other Termination <br /> 11.2.1 After seven(7) days written notice to the other party of its material breach of the Agreement,this Agreement may be <br /> terminated by the noticing party, provided that the other party has not taken all reasonable actions to remedy the breach. <br /> 11.2.2 Designer acknowledges that Owner is a governmental entity,and the validity of this Agreement is based upon the availability of <br /> public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the <br /> performance of Owner's obligations under this Agreement,then this Agreement shall automatically expire without penalty or further <br /> cost to Owner immediately upon written notice to Designer of the unavailability and non-appropriation of public funds. It is expressly <br /> agreed that Owner shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this <br /> Agreement, but only as an emergency fiscal measure during a fiscal crisis. <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 far Basic Services earned to date or of its <br /> 11 <br /> Revised 10/17 <br />