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11. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, <br />Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior <br />written consent of the City and any such assignment, transfer, delegation or subcontract without <br />the City's prior written consent shall be considered null and void. Nothing in this Agreement shall <br />be construed to limit the City's ability to have any of the services which are the subject to this <br />Agreement performed by City personnel or by other Contractors retained by City. <br />12. TERMINATION AND DAMAGES <br />a. City reserves the right to terminate this Agreement immediately, without penalty, for <br />cause. In the event Contractor fails or refuses to timely perform any of the provisions of this <br />Agreement in the manner required, or if Contractor violates any provision of this Agreement, <br />Contractor shall be deemed in default. City shall provide written notice of such default to <br />Contractor's Project Manager. Contractor shall cure said default within a period of two (2) <br />working days. If more than two (2) working days are reasonably required to cure the default, <br />Contractor shall provide adequate assurance of due performance within forty-eight (48) hours <br />after Contractor receives written notice of default from City. Such assurance shall include <br />acknowledgement of the default, Contractor's proposed remedy and the timeline (not more than <br />seven (7) working days) for cure. If such cure is not completed in a timely manner, City may <br />assess liquidated damages or terminate the Agreement forthwith by giving written notice to <br />Contractor's Project Manager. City may, in addition to the other remedies provided in this <br />Agreement or authorized by law, terminate this Agreement by giving written notice of <br />termination. Contractor shall be responsible for all costs incurred by City, including replacement <br />costs of equipment and labor required to provide service during Contractor's default. <br />b. This agreement may be terminated without cause by City upon thirty (30) days <br />written notice delivered to the Contractor either personally or by mail. Upon termination, City <br />shall pay to Contractor that portion of compensation specified in the Agreement that is earned and <br />unpaid prior to the effective date of termination. <br />c. In addition to, or in lieu of, remedies provided in this Agreement or pursuant to law, <br />City shall have the right to withhold all or a portion of Contractor's compensation for contract <br />services if, in the judgment of the City Projects Manager or designee, the level of performance <br />falls below appropriate parking control enforcement standards and/or Contractor fails to <br />satisfactorily perform contract services. City shall have the right to retain funds withheld until the <br />Projects Manager or designee determines that contract services are performed as well and as <br />frequently as required by this Agreement. <br />d. Termination by Contractor. Contractor may request termination of the contract when <br />conditions during the contract make it impossible to perform or when prevented from proceeding <br />with the contract by act of God, by law or official action of a public authority. In such event, <br />Contractor may request termination by providing one-hundred eighty (180) days written notice <br />prior to contract termination date. In the event of nonpayment of undisputed sums by the City, <br />Contractor shall give the City thirty (30) working days to cure the alleged breach. <br />25F-11