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DocuSign Envelope ID:8433EODF-BA45-445A-8ECO-92271C65CC98 <br /> 10.1 Changes in the Designer's Basic Services <br /> 10.1.1 Changes in the Basic Services and entitlement to additional compensation or a change induration of this <br /> Agreement shall be made by a written Amendment to this Agreement executed by the Owner and the Designer.The <br /> Designer shall proceed to perform the Services required by the Amendment only after receiving a fully executed <br /> Amendment from the Owner or a written notice from the 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 Designer's Basic Services or <br /> Additional Services of this Agreement by preparing and executing a Change Order.Within three(3) days of receipt of <br /> such a Change Order, the Designer shall notify the Owner in writing of any change contained therein that the Designer <br /> believes significantly increases or decreases the Designer's services with respect to the Project and request an <br /> adjustment in compensation with respect thereto. If the Change Order significantly increases or decreases the <br /> 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 maybe terminated without cause by the Owner and for its convenience upon seven (7) days <br /> written notice to 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 <br /> may be terminated by the noticing party, provided that the other party has not taken all reasonable actions to remedy <br /> the breach, <br /> 11.2.2 Designer acknowledges that Owner is a governmental entity, and the validity of this Agreement is based upon <br /> the availability of public funding under the authority of its statutory mandate. In the event that public funds are <br /> unavailable and not appropriated for the performance of Owner's obligations under this Agreement,then this <br /> Agreement shall automatically expire without penalty or further cost to Owner immediately upon written notice to <br /> Designer of the unavailability and non-appropriation of public funds. It is expressly agreed that Owner shall not activate <br /> this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as <br /> an emergencyfiscaI 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 <br /> and/or federal legislative or regulatory action,which adversely affects Owner's authority to continue its obligations <br /> under this Agreement,then this Agreement shall automatically terminate without penalty or further cost to Owner upon <br /> written notice to Designer of such limitation or change in Owner's legal authority. <br /> 11.3 Compensation after Termination <br /> 12 <br /> Revised 11/19 <br />