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ATTACHMENT A <br />DRAFT <br />21 of 53 <br /> <br /> <br />Contractor may cancel this Agreement upon 60 days’ written notice to City and shall include <br />in such notice the reasons for cancellation. <br /> <br />In the event of termination, Contractor shall be entitled to compensat ion for services <br />performed to the effective date of termination; City, however, may condition payment of such <br />compensation upon Contractor delivering to City any or all documents, photo graphs, <br />computer software, video and audio tapes, and other materials p rovided to Contractor or <br />prepared by or for Contractor or the City in connection with this 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 su ch extension shall require a <br />written amendment to this Agreement, as provided for herein. Contractor understands and <br />agrees that, if City grants such an extension, City shall have no o bligation to provide <br />Contractor with compensation beyond the maximum amount provided for in this Agreement. <br />Similarly, unless authorized by the Contract Administrator, City shall have no obligation to <br />reimburse Contractor for any otherwise reimbursable expenses incurred during the <br />extension period. <br /> <br />8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the <br />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 written <br />approval of the Contract Administrator. Contractor shall not subcontract any portion of the <br />performance contemplated and provided for herein, other than to the subcontractors noted <br />in the proposal, without prior written approval of the Contract Administrator. <br /> <br />8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions <br />of this Agreement allocating liability between City and Contractor shall survive the <br />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 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 Contractor pursuant to this Agreement; <br /> <br />8.6.3 Retain a different contractor to complete the work described in Exhibit A not finished <br />by Contractor; or <br /> <br />51