Agmt 2008 Siemens Building Technologies Inc

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17.8 Assignment and Subcontracting. City and Siemens recognize and agree that this Agreement contemplates personal performance by Siemens and is based upon a determination of Siemens's unique professional competence, experience, and specialized professional knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the personal reputation and competence of Siemens. Siemens may not assign this Agreement or any interest therein without the prior written approval of the City, such approval not to be unreasonably withheld or delayed. 17.9 City's Options upon Breach by Siemens. If Siemens materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, the following: (a) Immediately terminate the Agreement; (b) Retain the Deliverables prepared by Siemens for City pursuant to this Agreement; (c) Retain a different contractor to complete the Work described in Exhibit A not finished by Siemens; or (d) Charge Siemens the difference between the cost to complete the Work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Siemens pursuant to Section 2 if Siemens had completed the Work. 17.10 Siemens' Options upon Breach by the City. If the City materially breaches any of the terms of the Agreement, Siemens' remedies shall include, but not be limited to, the following: (a) Immediately terminate the Agreement and be entitled to full payment from the City for all completed Work, as well as all lost overhead and profit and the reasonable costs resulting from City's breach; (b) If the City fails to maintain, breaches, cancels or otherwise causes the termination of the Measurement and Verification services described in Exhibit A-3 then: (a) the Performance Guarantee shall terminate immediately and be void and of no force or effect; or, (b) where termination of the Performance Guarantee would render the Agreement in violation of the applicable law, the Uptime Guarantee shall be deemed to have been achieved, and Siemens shall have been deemed to have met its Performance Guarantee obligations under this Agreement for each and every Annual Period thereafter without the obligation to provide the City, or any third-party as the case maybe, with any further Measurement and Verification report; and (c) If the City fails to meet its obligations as described in Section A ofExhibit C, then Siemens shall have the remedies described in Section C of Exhibit C. WPCP Cogeneration 090808 -Page 26 of 60