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<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, less any costs or expenses incurred or anticipated to be unearned by the 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 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, the Designer shall be paid that portion of its fees
<br /> and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the Owner due to errors
<br /> 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, ownership of all
<br /> documents, drawings, and electronic databases relating to the Project, including the ownership and use of all drawings, specifications, documents and
<br /> materials 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
<br /> good unaltered condition reproducibles of all original drawings, specifications, documents, electronic data bases and materials. In the event of such
<br /> termination, and should the Owner use such drawings for completion of the Project,the Owner shall indemnify and hold the Designer harmless,to the
<br /> extent authorized by North Carolina Law, from and against any cost, expense, damage or claim arising out of the loss of life, personal injury or damage to
<br /> tangible property occasioned wholly or in part by any act or omission by the Owner, its contractor(s), agents or employees in connection with Owner's
<br /> use of such drawings, plans, specifications, renderings, models and other work provided as part of Basic Services and Additional Services, as may have
<br /> been amended.The Designer specifically agrees to incorporate the provisions of this paragraph in all contracts for the services of Designer's Consultants.
<br /> The Owner agrees that the Designer may retain one set of drawings for its records.
<br /> 11.3.5 Should this Agreement be terminated, the Owner shall, nevertheless, have the right to require the Designer and its Consultants to perform such
<br /> additional effort as may be necessary to provide professionally certified and sealed drawings and to deliver to the Owner such certified and sealed
<br /> drawings with respect to any phase or item of the project,for which effort the Designer shall be compensated in accordance with this Agreement. Upon
<br /> request of the Owner,the Designer shall submit to Owner all relevant documentation, including but not limited to,job cost records,to support its claims
<br /> for final compensation.
<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.
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<br /> Revised 01/24
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