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19 <br /> the Designer's Services with respect to the Project and requests an adjustment in compensation with respect thereto. If the Change Order <br /> increases or decreases the Designer's services,the 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 maybe terminated without cause by the Owner and for its convenience upon sixty(60) days written notice to the <br /> Designer. <br /> 11.2 Other Termination <br /> 11.2.1 After ten(10) days written notice to the other party of its material breach of the Agreement,this Agreement maybe terminated by <br /> the noticing 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 <br /> public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the <br /> performance of Owner's obligations under this Agreement,then this Agreement shall automatically expire without penalty or further cost <br /> to Owner immediately upon written notice to Designer of the unavailability or non-appropriation of public funds but all Services <br /> performed to date by Designer or Consultants shall be fully paid upon such termination. <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 <br /> regulatory action,which adversely affects Owner's authority to continue its obligations under this Agreement,then this Agreement shall <br /> automatically terminate without penalty or further cost to Owner upon written notice to Designer of such limitation or change in Owner's <br /> legal authority but all Services performed to date by Designer or Consultants shall be fully paid upon such termination. <br /> 11.2.4 Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made <br /> impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. <br /> Both parties shall remain responsible for all payment and performance due up to the receipt of such notice,but shall have no further <br /> obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of <br /> its obligations. <br /> 11.2.5 [Deleted] <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 <br /> has earned to the date of termination,plus five percent(5%)of its compensation for Basic Services earned to date or of its unearned <br /> compensation for Basic Services,whichever is greater, less any costs or expenses actually by the Owner that are proximately caused by <br /> 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 <br /> same compensation as it would have received had the Owner terminated the Agreement for convenience. <br /> 11 <br /> Revised 01/24 <br />