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<br />_____________________________________________________________________________________ <br />Consulting Services Agreement between Project No.: 962-86-067 <br />City of San Leandro and Aparc Systems Page 10 <br /> <br />written amendment to this Agreement, as provided for herein. Consultant understands and <br />agrees that, if City grants 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 Contract Administrator, City shall have no <br />obligation to reimburse Consultant for any otherwise reimbursable expenses incurred <br />during the extension period. <br /> <br />8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the <br />parties. <br /> 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this <br />Agreement contemplates personal performance by Consultant and is based upon a <br />determination of Consultant’s competence, experience, and personal knowledge. <br />Moreover, a substantial inducement to City for entering into this Agreement was and is the <br />professional reputation and competence of Consultant. During the term of this Agreement <br />and following its termination for any reason, neither City nor Consultant may assign this <br />Agreement or any interest therein without the prior written approval of the other. <br />Consultant shall not subcontract any portion of the performance contemplated and <br />provided for herein, other than to the subcontractors noted in the proposal, without prior <br />written approval of the Contract Administrator. <br /> <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 survive <br />the termination of this Agreement. <br /> <br />8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms <br />of this Agreement, City’s remedies shall included, but not be limited to, the following: <br /> <br />8.6.1 Immediately terminate the Agreement; <br /> <br />8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any <br />other work product prepared by Consultant pursuant to this Agreement; <br /> <br />8.6.3 Retain a different consultant to complete the work described in Exhibit A not <br />finished by Consultant; or <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 />completed the work. <br /> <br /> <br />Section 9. KEEPING AND STATUS OF RECORDS. <br />