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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 /> 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 /> 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 /> 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 /> 8.6.1 Immediately terminate the Agreement; <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 /> 8.6.3 Retain a different consultant to complete the work described in Exhibit A not <br /> finished by Consultant; or <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 /> Section 9. KEEPING AND STATUS OF RECORDS. <br /> Consulting Services Agreement between Project No.: 962-86-067 <br /> City of San Leandro and Aparc Systems Page 10 <br />