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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 /> 11A 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 . 2A 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 /> 10 <br /> Revised 01/24 <br />