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Docusign Envelope ID:A2263B78-7746-40A2-A238-D34F6FAD8083
<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 same
<br /> compensation as it would have received had the Owner terminated the Agreement for convenience,and the Designer expressly agrees that said
<br /> compensation is fair and appropriate as liquidated damages for any and all costs and damages it might incur as a result of such termination.
<br /> 11.3.3 In the event of termination by reason of a material breach of the Agreement by the Designer,upon adjudication by a court of competent
<br /> jurisdiction,the Designer shall be paid that portion of its fees and expenses that it has earned to the date of termination,less any costs or expenses
<br /> incurred or anticipated to be incurred by the Owner due to errors or omissions of the Designer or by reason of the Designer's breach of this Agreement.
<br /> (Contract Specific Revision 9/6/24)
<br /> 11.3.4 Should this Agreement be terminated as provided under this Article 11 the Owner shall be granted,at no additional cost,ownership of all
<br /> documents,drawings,and electronic databases relating to the Project,including the ownership of all drawings,specifications,documents and materials
<br /> relating to the Project prepared by or in the possession of the Designer.The Designer shall turn over to the Owner within seven(7)days and in good
<br /> unaltered condition reproducibles of all original drawings,specifications,documents,electronic data bases and materials(instruments of service.) In the
<br /> event of such termination,and should the Owner use such instruments of service,without retaining the author's of the instruments of service,the
<br /> Owner shall indemnify and hold the Designer harmless,to the extent authorized by North Carolina Law,from and against any cost,expense,damage or
<br /> claim including the cost of defense arising out of the loss of life,personal injury or damage to tangible property occasioned wholly or in part by its
<br /> contractor(s),agents or employees in connection with Owner's use of such instruments of service and other work provided as part of Basic Services and
<br /> Additional Services,as may have been amended.The Designer specifically agrees to incorporate the provisions of this paragraph in all contracts for the
<br /> services of Designer's Consultants.The Owner agrees that the Designer may retain one set of drawings for its records. (Contract Specific Revision
<br /> 9/6/24)
<br /> 11.3.5 Should this Agreement be terminated by the Owner for cause,the Owner shall,nevertheless,have the right to require the Designer and its
<br /> Consultants to perform such additional effort as may be necessary to provide professionally certified and sealed drawings and to deliver to the Owner
<br /> such certified and sealed drawings with respect to any phase or item of the project,for which effort the Designer shall be compensated in accordance
<br /> with this Agreement. Upon request of the Owner,the Designer shall submit to Owner all relevant documentation,including but not limited to,job cost
<br /> records,to support its claims for final compensation. (Contract Specific Revision 9/6/24)
<br /> 11.4 Suspension
<br /> 11.4.1 The Owner may,in writing,order the Designer to suspend,delay or interrupt all or any part of its Services on the Project for the convenience of
<br /> Owner,
<br /> 11,4.2 In the event the Designer believes that any suspension,delay or interruption of any or all of the Work on the Project,may require an extension
<br /> of the duration of Basic Services or an increase in the level of staffing by Designer,it shall so notify the Owner and propose an amendment of the Key
<br /> Milestone Listing for consideration of the Owner. Such amendment or extension shall be effective only upon the written approval of the Owner,which
<br /> will not be withheld unreasonably,
<br /> 11.4.3 A suspension,delay or interruption of the Project shall not terminate this Agreement;provided,however,that if such suspension,delay or
<br /> interruption causes a suspension of the Designer's services for a period exceeding ninety(90)days,the Designer's compensation for Basic Services may
<br /> be equitably adjusted upon mutual agreement of the parties.
<br /> 11.5 Waiver
<br /> 11.5.1 The payment of any sums by the Owner under this Agreement or the failure of the Owner to require compliance by the Designer with any
<br /> provisions of this Agreement or the waiver by the Owner of any breach of this Agreement shall not constitute a waiver of any claim for damages by the
<br /> Owner for any breach of this Agreement or a waiver of any other required compliance with this Agreement by the Designer.
<br /> 11
<br /> Revised 01/24
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