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10 <br />Revised 01/24 <br />9.5.2 If the Owner elects to provide such coverage it shall notify the Designer in writing and provide to the Designer such certificate or certificates of <br />coverage as may be applicable. <br />9.5.3 If the Owner elects to provide such coverage it shall be entitled to pro rata reduction in the fees for Basic Services equal to the cost of providing <br />such coverage to the Designer and its Consultants. <br />ARTICLE 10 <br />AMENDMENTS TO THE AGREEMENT <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 in duration of this Agreement shall be made by a written <br />Amendment to this Agreement executed by the Owner and the Designer. The Designer shall proceed to perform the Services required by the <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 />Docusign Envelope ID: BB02C4E5-BFD5-435B-82D4-23BE74818CC5