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<br />indemnifies and holds hannless Consultant and its Subconsultants for any future <br />use. <br /> <br />8.2 Extension. City may, in its sole and exclusive discretion, extend the end date ofthis <br />Agreement beyond that provided for in Subsection 1.1. Any such extension shall be specified in <br />writing by the City. Consultant understands and agrees that if City issues such an extension, City <br />shall have no obligation to provide Consultant with compensation beyond the maximum amount <br />provided for in this Agreement. Similarly, unless authorized by the City, City shall have no <br />obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the <br />extension period. The scope of work may not be changed except by a contract amendment. <br />8.3 Amendments. The parties may amend this Agreement only in writing signed by <br />all the parties. <br /> <br />8.4 Assienment and Subcontractin!!. City and Consultant recognize and agree that <br />this Agreement contemplates personal performance by Consultant and is based <br />upon a determination of Consultant's unique professional competence, <br />experience, and specific professional knowledge. Moreover, a substantial <br />inducement to City for entering into this Agreement was and is the personal <br />reputation and competence of Consultant. Consultant may not assign this <br />Agreement or any interest therein without the prior written approval of the City. <br />Consultant shall not subcontract any portion of the performance contemplated and <br />provided for herein, other than to the Subconsultants noted in the proposal, <br />without prior written approval of the City. <br /> <br />8.5 Survival. All obligations arising prior to the termination of this Agreement and <br />all provisions of this Agreement allocating liability between City and Consultant <br />shall survive the termination of this Agreement. <br /> <br />8.6 Options upon Breach by Consultant. If Consultant materially breaches any of <br />the terms of this Agreement, City shall notify Consultant of reasons for breach in <br />writing and give Consultant reasonable time to make appropriate correction to <br />condition(s) responsible for breach. If Consultant fails to correct conditions of <br />breach, City's remedies shall include, but not be limited to, the following: <br /> <br />8.6.1 Immediately terminate the Agreement; <br /> <br />8.6.2 Retain all plans, specifications, drawings, reports, design documents, and <br />other work products prepared by Consultant pursuant to this Agreement, <br />which Consultant shall deliver to City without delay; or <br /> <br />8.6.3 Retain a different consultant to complete the work described in Exhibit A <br />not finished by Consultant. <br /> <br />8.6.4 Charge Consultant the difference between the cost to complete the work <br />described in Exhibit A that is unfinished at the time of breach and the amount that <br />City would have paid Consultant pursuant to Section 2 if Consultant had <br /> <br />Senior Center <br />Project No. 21O~18-116 <br />COBG - Rev. 3/15/04 <br /> <br />2/6/06 <br />Page 10 of39 <br />