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<br />Section 8. <br /> <br />TERMINATION AND MODIFICATION. <br /> <br />8.1 <br /> <br />Termination. City may cancel this Agreement at any time and without cause <br />upon written notification to Consultant. <br /> <br />In the event of termination, Consultant shall he entitled to compensation for <br />services perfonned to the effective date oftennination; City, however, may <br />condition payment of such compensation upon Consultant delivering to City any <br />or all documents, photographs, computer software, video and audio tapes, and <br />other materials provided to Consultant or prepared by or for Consultant or the <br />City in connection with this Agreement. <br /> <br />8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of <br />this Agreement beyond that provided for in Subsection 1.1. Any such extension <br />shall be speci fled in writing by the City. Consultant understands and agrees that <br />if City issues such an extension, City shall have no obligation to provide <br />Consultant with compensation beyond the maximum amount provided for in this <br />Agreement. Similarly, unless authorized by the City, City shall have no <br />obligation to reimburse Consultant fix any otherwise reimbursable expenses <br />inClined during the extension period. <br /> <br />8.3 Amendments. The parties may amend this Agreement only by a writing si6'lled <br />by all the parties. <br /> <br />8.4 Assi2nment and Subcontractiul!. City and Consultant recognize and agrec that <br />this Agreement contemplates personal perfomlance by Consultant and is based <br />upon a detemlination of Consultant's unique professional competence, <br />experience, and specialized professional knowledge. Moreover, a substantial <br />inducell1Cnt 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 wlitten approval of the City. <br />Consultant shall not subcontract any portion orthe performance contemplated and <br />provided for herein, other than to the subcontractors noted in the proposal, <br />without prior written approval of the City_ <br /> <br />8.5 Survival. All obligations arising prior to the temlination 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 B.-each by Consultant. If Consultant materially breaches any of <br />the terms of this Agreement, City's remedies shall included, but not be limited to, <br />the following: <br /> <br />8.6.1 Immediately tenninate the Af,'feement; <br /> <br />IIesperian Boulevard/Lewelling Intersection TralIic Assessment <br /> <br />November 13,2006 <br />Pag~10of21 <br />