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Attachment A <br />Attachment C: Non-Professional Services Agreement Page 19 of 36 <br /> <br />In the event of termination, Contractor shall be entitled to compensation for services <br />performed to the effective date of termination; City, however, may condition payment <br />of such compensation upon Contractor delivering to City any or all documents, <br />photographs, computer software, video and audio tapes, and other materials provided <br />to Contractor or prepared by or for Contractor or the City in connection with this <br />Agreement. <br /> <br />8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this <br />Agreement beyond that provided for in Subsection 1.1. Any such extension shall require <br />a written amendment to this Agreement, as provided for herein. Contractor <br />understands and agrees that, if City grants such an extension, City shall have no <br />obligation to provide Contractor with compensation beyond the maximum amount <br />provided for in this Agreement. Similarly, unless authorized by the Contract <br />Administrator, City shall have no obligation to reimburse Contractor for any otherwise <br />reimbursable expenses incurred during the extension period. <br /> <br />8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all <br />the Parties. <br /> <br />8.4 Assignment and Subcontracting. City and Contractor recognize and agree that this <br />Agreement contemplates personal performance by Contractor and is based upon a <br />determination of Contractor’s unique personal competence, experience, and specialized <br />personal knowledge. Moreover, a substantial inducement to City for entering into this <br />Agreement was and is the professional reputation and competence of Contractor. <br />Contractor may not assign this Agreement or any interest therein without the prior <br />written approval of the Contract Administrator. Contractor shall not subcontract any <br />portion of the performance contemplated and provided for herein, other than to the <br />subcontractors noted in the proposal, without prior written approval of the Contract <br />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 Contractor shall <br />survive the termination of this Agreement. <br /> <br />8.6 Options upon Breach by Contractor. If Contractor materially breaches any of the terms <br />of this Agreement, City’s remedies shall include, 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 Contractor pursuant to this Agreement; <br /> <br />8.6.3 Retain a different contractor to complete the work described in Exhibit A not <br />finished by Contractor; or <br /> <br />8.6.4 Charge Contractor 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 <br />141