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condition payment of such compensation upon Consultant delivering to City any or <br />all documents, photographs, computer software, video and audio tapes, and other <br />materials provided to Consultant or prepared by or for Consultant or the City in <br />connection with this Agreement. <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 l.l. Any such extension <br />shall be specified in writing by the City. Consultant understands and agrees that if <br />City issues such an extension, City shall have no obligation to provide Consultant <br />with compensation beyond the maximum amount provided for in this Agreement. <br />Similarly, unless authorized by the City, City shall have no obligation to reimburse <br />Consultant for any otherwise reimbursable expenses incurred during the extension <br />period. <br />8.3 Amendments. The parties may amend this Agreement only by a writing signed by <br />all the parties. <br />8.4 Assignment and Subcontracting. 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, experience, <br />and specialized professional knowledge. Moreover, a substantial inducement to <br />City for entering into this Agreement was and is the personal reputation and <br />competence of Consultant. Consultant may not assign this Agreement or any <br />interest therein without the prior written approval of the City. Consultant shall not <br />subcontract any portion of the performance contemplated and provided for herein, <br />other than to the subcontractors noted in the proposal, without prior written <br />approval of the City. <br />8.5 Survival. All obligations arising prior to the termination of this Agreement and all <br />provisions of this Agreement allocating liability between City and Consultant shall <br />survive the termination of this Agreement. <br />8.6 Options upon Breach 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 />8.6.1 Immediately terminate the Agreement; <br />8.6.2 Retain the plans, specifications, drawings, reports, design documents, and <br />any other work product prepared by Consultant pursuant to this Agreement; <br />8.6.3 Retain a different consultant to complete the work described in Exhibit A <br />not finished by Consultant; or <br />Consulting Services Agreement between February 7, 2005 <br />City of San Leandro and Calcon Systems, Inc. Page 10 of 17 <br />