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12 <br />Revised 06/21 <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 or 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 or non-appropriation of public funds. <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 o r <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 />DocuSign Envelope ID: 3D4D20DD-E384-4780-B168-B7B2CCA4B00B