R2004-130 AUTHORIZING PROFESSIONAL SERVICES AGREEMENT

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. 1 � � 5 termination. Upon receipt of the notice, SIGNATURE shall: (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the CITY all inforn�ation, reports, papers, and other materials accumulated or generated in performing this contract, whether completed or in process. B. If the termination is due to the failure of SIGNATURE to fulfill its obligation under the contract, CITY may (1) require SIGNATURE to deliver to it, in the manner and to the extent directed by CTTY, any work as described in subparagraph(A)(2) above, and compensation be determined in accordance with the Changes clause; (2)take over the work and prosecute the same to completion by contract or otherwise; and (3) withhold any payments to SIGNATIJRE, for the purpose of set-off or partial payment, as the case may be, of amounts owed CITY by SIGNATURE. C. If, after termination for failure to fulfill contract obligations, it is determined that SIGNATURE had not failed,the termination shall be deemed to be null and void and SIGNATURE shall be entitled to payment and completion of the contract. D. Any disputes with regard to this clause are expressly made subject to the terms of clause titled Disputes herein. E. SIGNATURE may terminate this Contract in the event CITY fails to fulfill its obligations under the Contract. Said default must remain uncured for a period of 14 days following written notice to CITY of its failure to fulfill its obligations under the contract(default). X. LIlVIITATIONS OF LIABILITY In no event shall CITY and SIGNATURE,their affiliates or employees be liable to each other for any special, indirect, or consequential damages of any nature arising out of or in connection with this Agreement. In no event shall SIGNATURE's liability under this Contract exceed the amount paid hereunder. XL ASSIGNMENT,DELEGATION,AND SUBSTITUTIONS SIGNATURE may not assign its rights or delegate or subcontract its duties under this Contract unless CTTY shall have given its prior written consent thereto. In that regard, CITY acknowledges that SIGNATURE will likely engage subcontractor(s) in connection with certain tasks,and CITY shall upon SIGNATURE's request, approve a list of subcontractors submitted by contractor. SIGNATURE shall exercise final deternunations with regard to any and all employees and subcontractors, however, CITY may, for good cause, reject a proposed subcontractor and upon request will provide a documented reason as to the decision to reject said subcontractor. SIGNATURE agrees not to use any subcontractor that is rejected by CITY. No substitutions of key personnel, after the award of this Contract shall be permitted without approval by the City Manager or his/her designated representative. For the purposes of this Section key personnel shall be defined as the Principal-in-Charge of the project.