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<br />8.4 Assignment and Subcontracting. City and Contractor recognize and agree that this Agreement <br />contemplates personal performance by Contractor and is based upon a determination of <br />Contractor’s unique personal competence, experience, and specialized personal knowledge. <br />Moreover, a substantial inducement to City for entering into this Agreement was and is the <br />professional reputation and competence of Contractor. Contractor may not assign this Agreement or <br />any interest therein without the prior written approval of the Con tract Administrator. Contractor shall <br />not subcontract any portion of the performance contemplated and provided for herein, other than to <br />the subcontractors noted 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 of this <br />Agreement allocating liability between City and Contractor shall survive the termination of this <br />Agreement. <br /> <br />8.6 Options upon Breach by Contractor. If Contractor materially breaches any of the terms of this <br />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 an y other work <br />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 by <br />Contractor; or <br /> <br />8.6.4 Charge Contractor the difference between the cost to complete the work described in Exhibit <br />A that is unfinished at the time of breach and the amount that City would have paid <br />Contractor pursuant to Section 2 if Contractor had completed the work. <br /> <br />Section 9. KEEPING AND STATUS OF RECORDS. <br /> <br />9.1 Records Created as Part of Contractor’s Performance. All reports, data, maps, models, charts, <br />studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other <br />documents or materials, in electronic or any other form, that Contractor prepares or obtains pursuant <br />to this Agreement and that relate to the matters covered hereunder shall be the property of the City. <br />Contractor hereby agrees to deliver those documents to the City upon termination of the Agreement. <br />It is understood and agreed that the documents and other materials, including but not limited to <br />those described above, prepared pursuant to this Agreement are prepared specifically for the City <br />and are not necessarily suitable for any future or other use. City and Contractor agree that, until final <br />approval by City, all data, plans, specifications, reports and other documents are confidential and will <br />not be released to third parties without prior written consent of both Parties. <br /> <br />9.2 Contractor’s Books and Records. Contractor shall maintain any and all ledgers, books of account, <br />invoices, vouchers, canceled checks, and other records or documents evidencing or relating to <br />charges for services or expenditures and disbursements charged to the City under this Agreement <br />for a minimum of 3 years, or for any longer period required by law, from the date of final payment to <br />the Contractor to this Agreement. <br /> <br />9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this <br />Agreement requires Contractor to maintain shall be made available for inspection, audit, and/or