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Section 7. TERMINATION AND MODIFICATION. 7.1 Termination. This Agreement may be terminated by either party without cause upon thirty (30) days written notice to either party. If the City exercises its right to terminate this Agreement in accordance with this paragraph, the City shall pay Consultant for all services satisfactorily performed in accordance with this Agreement, through and including the date of termination, but not to exceed the payments according to the amounts and/rates specified in Exhibit "A" and Section 2 of this Agreement If the Consultant exercises its right to terminate this Agreement in accordance with this paragraph and prior to the Final Acceptance of the system, the Consultant agrees to refund the monies paid under this Agreement to the City. The Consultant further agrees to provide the City with a current data set and the Consultant's assistance in the implementation of another system. The City agrees that the termination of this Agreement either due to a notice of cancellation or the non-payment of annual maintenance fees will also terminate the City's software license and the City will return the software to Consultant within (30) thirty days. 7.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall be specified in writing by the City. Consultant understands and agrees that if City issues such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the City, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 7.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 7.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant'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 Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the City. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the City. 7.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between [September 15, 2004 City of San Leandro and HdL Software LLC Page 8 of 34