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assurances of performance and a written plan acceptable to City, to correct the observed deficiencies in <br /> Contractor's performance, Contractor shall provide such written assurances and written plan within thirty <br /> (30)calendar days of its receipt of City's request and shall thereafter diligently commence and fully perforin <br /> such written plan. Contractor acknowledges and agrees that any failure to provide such written assurances <br /> and written plan within the required time is a material breach under this Agreement. <br /> 24. Subcontracting/Assignment. Contractor shall not assign any portion of this Agreement or any <br /> duties or obligations hereunder without the City's prior written approval. <br /> A. Neither party shall,on the basis of this Agreement,contract on behalf of or in the name of <br /> the other party.Any agreement that violates this Section shall confer no rights on any party <br /> and shall be null and void. <br /> B. Contractor may use subcontractors to provide any portions of the services identified in <br /> Exhibit A without prior written consent of the City. <br /> C. Contractor shall remain fully responsible for compliance by its subcontractors with all the <br /> terms of this Agreement,regardless of the terms of any agreement between Contractor and <br /> its subcontractors. <br /> 25. Survival. The obligations of this Agreement, which by their nature would continue beyond the <br /> termination or expiration of the Agreement, including without limitation obligations regarding <br /> indemnification, ownership of documents, and conflict of interest, shall survive termination or expiration <br /> for two(2)years. <br /> 26. Severability.If a court of competent jurisdiction holds any provision of this Agreement to be illegal, <br /> unenforceable,or invalid in whole or in part for any reason,the validity and enforceability of the remaining <br /> provisions, or portions of them, will not be affected, unless an essential purpose of this Agreement would <br /> be defeated by the loss of the illegal,unenforceable, or invalid provision. <br /> [signature page to follow] <br /> 10 <br />