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Page 10 <br />not limited to the satisfaction of any positive obligations required of Consultant <br />thereby. <br /> <br />Consultant shall include the provisions of this Subsection in any subcontract <br />approved by the Contract Administrator or this Agreement. <br /> <br />Section 8. TERMINATION AND MODIFICATION. <br /> <br />8.1 Termination. City may cancel this Agreement at any time and without cause <br />upon written notification to Consultant. <br /> <br />Consultant may cancel this Agreement upon 30 days’ written notice to City and <br />shall include in such notice the reasons for cancellation. <br /> <br />In the event of termination, Consultant shall be entitled to compensation for <br />services performed to the effective date of termination; City, however, may <br />condition payment of such compensation upon Consultant delivering to City <br />any or all documents, photographs, computer software, video and audio tapes, <br />and other materials provided to Consultant or prepared by or for Consultant or <br />the City in connection with this Agreement. <br /> <br />8.2 Extension. City may, in its sole and exclusive discretion, extend the end date <br />of this Agreement beyond that provided for in Subsection 1.1. Any such <br />extension shall require a written amendment to this Agreement, as provided <br />for herein. Consultant understands and agrees that, if City grants such an <br />extension, City shall have no obligation to provide Consultant with <br />compensation beyond the maximum amount provided for in this Agreement. <br />Similarly, unless authorized by the Contract Administrator, City shall have no <br />obligation to reimburse Consultant for any otherwise reimbursable expenses <br />incurred during the extension period. <br /> <br />8.3 Amendments. The Parties may amend this Agreement only by a writing <br />signed by all the Parties. <br /> <br />8.4 Assignment and Subcontracting. City and Consultant recognize and agree <br />that this Agreement contemplates personal performance by Consultant and is <br />based upon a determination of Consultant’s unique personal competence, <br />experience, and specialized personal knowledge. Moreover, a substantial <br />inducement to City for entering into this Agreement was and is the <br />professional reputation and competence of Consultant. Consultant may not <br />assign this Agreement or any interest therein without the prior written approval <br />of the Contract Administrator. Consultant shall not subcontract any portion of <br />the performance contemplated and provided for herein, other than to the <br />subcontractors noted in the proposal, without prior written approval of the <br />Contract Administrator. <br />