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DocuSign Envelope ID:C8D4FB88-B3C0-4727-B87A-F40BF32228BB <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 or mandated functions, by state or federal legislative or <br /> regulatory action, which adversely affects Owner's authority to continue its obligations under this Agreement, then this Agreement shall <br /> automatically terminate without penalty or further cost to Owner upon written notice to Designer of such limitation or change in <br /> Owner's legal authority. <br /> 11.2.4 Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made <br /> impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. <br /> Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further <br /> obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance <br /> of its obligations. <br /> 11.2.5 Owner shall have sole authority to determine the reasonableness of Designer's actions to remedy any breach or complete <br /> performance of its obligations. <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 /> 12 <br /> Revised 07/20 <br />