OTHER-2026-010-Approval of Professional Services Agreement for Animal Services Improvements

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Docusign Envelope ID: 66EOAE4A-535D-8369-8247-DA98669A927A 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 coverage as may be applicable . 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 such coverage to the Designer and its Consultants . ARTICLE 10 AMENDMENTS TO THE AGREEMENT 10 . 1 Changes in the Designer's Basic Services 10 . 1 . 1 Changes in the Basic Services and entitlement to additional compensation or a change induration of this Agreement shall be made by a written Amendment to this Agreement executed by the Owner and the Designer. The Designer shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the Owner or a written notice from the Owner directing the Designer to proceed, whichever is earlier. 10 . 2 Owner Changes 10 . 2 , 1 The Owner may, without invalidating this Agreement, make written changes in the Designer's Basic Services or Additional Services of this 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 I writing of any change contained therein that the Designer believes significantly increases or decreases the Designer's services with respect to the Project and request an adjustment in compensation with respect thereto . If the Change Order significantly increases or decreases the Designer's services, the Designer's compensation may be equitably adjusted . i ARTICLE 11 I TERMINATION AND SUSPENSION 11 . 1 Termination for Convenience of the Owner 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. 11 . 2 Other Termination 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 party, provided that the other party has not taken all reasonable actions to remedy the breach . I 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 under the authority of its statutory mandate . In the event that public funds are unavailable or not appropriated for the performance of Owner's obligations under this Agreement, then this Agreement shall automatically expire without penalty or further cost to Owner immediately upon written notice to Designer of the unavailability or non-appropriation of public funds . 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, which adversely affects Owner' s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty or further cost to Owner upon written notice to Designer of such limitation or change in Owner's legal authority. 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 to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County . Both parties shall remain 10 Revised 01/24 i i 1 d I