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<br /> <br /> <br /> <br /> <br /> the City. Each party to this Agreement acknowledges that no representations, inducements, <br /> promises or agreements, orally or otherwise, have been made by any party, or anyone acting on <br /> behalf of any party, which are not embodied herein. <br /> <br /> 13. ASSIGNMENT <br /> <br /> Inasmuch as this Agreement is intended to secure the specialized services of Consultant, <br /> Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior <br /> written consent of the City, which consent shall not be unreasonably withheld, and any such <br /> assignment, transfer, delegation or subcontract without the City's prior written consent shall be <br /> considered null and void. Nothing in this Agreement shall be construed to limit the City's ability <br /> to have any of the services which are the subject to this Agreement performed by City personnel <br /> or by other consultants retained by City. <br /> 14. TERMINATION <br /> <br /> The City reserves the right to terminate the contract as follows: <br /> <br /> a. In the event Consultant fails or refuses to timely perform any of the material <br /> provisions of this agreement in the manner required, or if consultant materially violates any <br /> provision of this agreement, Consultant shall be deemed in default. City shall provide written <br /> notice of such default, specifying the nature of such default, to Consultant's project manager. <br /> Consultant shall cure, or provide reasonable assurances that it will cure, said default within a <br /> period of ten (10) working days. If such cure is not completed in a timely manner, City may <br /> terminate the agreement forthwith by giving written notice to Consultant's project manager. City <br /> may, in addition to the other remedies provided in this agreement or authorized by law, terminate <br /> this agreement by giving written notice of termination. Consultant shall be responsible for all <br /> costs incurred by City, including replacement costs of equipment and labor required to provide <br /> service during Consultant's default. In the event of such termination for cause, City shall pay <br /> Consultant that portion of compensation specified in the agreement that is earned and unpaid <br /> prior to the effective date of termination. Consultant shall not be entitled to any compensation for <br /> lost profits it terminated for cause. <br /> b. This agreement may be terminated without cause by City upon thirty (30) days <br /> written notice delivered to the Consultant either personally or by mail. Upon termination, City <br /> shall pay to Consultant that portion of compensation specified in the agreement that is earned and <br /> unpaid prior to the effective date of termination, plus reasonable termination costs. <br /> c. As a condition of payment, the Executive Director may require Consultant to deliver to <br /> the City all work product completed as of such date, and in such case such work product shall be the <br /> property of the City unless prohibited by law, and Consultant consents to the City's use thereof for <br /> such purposes as the City deems appropriate. However, any use of unfinished work product shall be <br /> at City's sole risk. <br /> d. 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 Consultant's compensation for contract <br /> services if, in the judgment of the Project Manager or designee, the level of service falls below <br /> appropriate standards and/or Consultant fails to satisfactorily perform contract services. City <br /> shall have the right to retain funds withheld until the Project Manager or designee determines that <br /> contract services are performed as required by this agreement. <br /> <br /> <br /> <br /> 20C-8 <br />