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41 <br /> Amendment only after receiving a fully executed Amendment from the Owner or a written notice from the Owner directing the Designer to proceed, <br /> 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 Additional Services of this <br /> Agreement by preparing and executing a Change Order. Within three (3) days of receipt of such a Change Order, the Designer shall notify the Owner in <br /> writing of any change contained therein that the Designer believes significantly increases or decreases the Designer's services with respect to the Project <br /> and request an adjustment in compensation with respect thereto. If the Change Order significantly increases or decreases the Designer's services,the <br /> 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 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 terminated by the noticing <br /> 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 public funding <br /> under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of Owner's <br /> obligations under this Agreement,then this Agreement shall automatically expire without penalty or further cost to Owner immediately upon written <br /> 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 or regulatory action, <br /> which adversely affects Owner's authority to continue its obligations under this Agreement,then this Agreement shall automatically terminate without <br /> penalty or further cost to Owner upon written notice to Designer of such limitation or change in 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 impractical due <br /> to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain <br /> responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date <br /> provided the terminating party has taken all reasonable steps to complete the performance 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 performance of its <br /> 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 that it has earned <br /> to the date of termination, plus five percent (5%) of its compensation for Basic Services earned to date or of its unearned compensation for Basic <br /> Services, whichever is less. (Contract Specific Revision 9/6/24) <br /> 10 <br /> Revised 01/24 <br />