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Attachment A - DRAFT RFP No. 60149 Comprehensive Parks Master Plan Page 24 of 44 Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City and school districts may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon _____________ days’ written notice to City and school districts and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City and school districts, however, may condition payment of such compensation upon Consultant delivering to City and school districts any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City and school districts in connection with this Agreement. 8.2 Extension. City and school districts may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City and school districts grants such an extension, City and school districts shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similar ly, unless authorized by the Contract Administrator, City and school districts shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. 8.4 Assignment and Subcontracting. City and school districts and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City and school districts for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and school districts and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City and school districts’ remedies shall include, but are not limited to, the following: