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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 />14. TERMINATION AND DAMAGES <br />This Agreement may be terminated as follows: <br />a. Material Breach: If the City's Executive Director determines the Contractor has <br />failed in the performance of its duties and/or schedule as provided, the Executive <br />Director may consider the Contractor in material breach. City may exercise all <br />remedies in law or equity including but not limited to: 1) withholding all or a portion <br />of payment owed relative to any such failure to perform or for any delay in <br />performance, and 2) directing the work be accomplished by either City employees or <br />another contractor at Contractor's expense, as determined by the Executive Director. <br />Contractor shall be responsible for all costs resulting from breach, including <br />incidental and consequential damages. In the event of a material breach, which <br />remains uncured after five (5) days notice to Contractor, City may terminate this <br />Agreement upon ten (10) days written notice of termination. In the event of <br />termination for cause, City shall pay Contractor that portion of compensation that is <br />earned and unpaid prior to the effective date of termination. Contractor shall not be <br />entitled to any compensation for lost profits if terminated for cause. <br />b. City may terminate without cause by providing thirty (30) days written notice to <br />Contractor, as set forth in Section 10, above. Upon termination, City shall pay to <br />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 herein or pursuant to law, City shall have <br />the right to withhold all or a portion of Contractor's compensation for contract services <br />if, in the judgment of the City's PM, the level of service falls below appropriate <br />standards and/or Contractor fails to perform contract services. City shall have the right <br />to retain funds withheld until the City PM determines that contract services have been <br />fully performed. <br />d. Contractor may request termination of the Agreement when conditions during the <br />Agreement period make it impossible to perform or when prevented from proceeding by <br />act of God, law, or official action of a public authority, or in the event of nonpayment by <br />City. Contractor shall provide City with ninety (90) days written notice of request to <br />terminate. Notwithstanding the foregoing, Contractor may provide thirty (30) day <br />written notice of termination for nonpayment by City. <br />15. FAILURE TO PERFORM SATISFACTORILY <br />A. It is agreed and understood that, if the Contractor fails to perform the work as <br />specified herein, the City will only pay for the service actually received, as <br />determined by the Director, with an appropriate downward adjustment in contract <br />25E-8