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Contractor shall not assign or delegate this Agreement or any portion <br />thereof, or any monies due to or which become due hereunder without <br />the City's prior written consent. <br />13.0 DEFAULT <br />Each and every term and condition hereof shall be deemed to be a <br />material element of this Agreement. In the event Contractor should fail <br />or refuse to perform according to the terms of this Agreement, <br />Contractor may be declared in default. <br />14.0 TERMINATION <br />14.1 This Agreement may be terminated by the City for material breach or <br />default of this Agreement by the Contractor not caused by any action or <br />omission of the City by giving the Contractor written notice at least fifteen <br />(15) days in advance of the termination date. Termination pursuant to <br />this subsection shall not prevent the City from exercising any other legal <br />remedies which may be available to it. <br />14.2 This Agreement may be terminated by the Contractor only for material <br />breach or default by the City in payment of any overdue amounts <br />required to be paid to Contractor pursuant to the terms of this <br />Agreement. No such termination shall become effective unless the <br />Contractor has first given the City written notice at least thirty (30) days in <br />advance of the termination date, which notice shall state the overdue <br />amount. Such proposed termination shall not become effective if the City <br />pays within such period all overdue amounts not disputed by the City. <br />14.3 This Agreement may be terminated by the City for convenience by <br />giving the Contractor written notice at least thirty (30) days in advance <br />of the termination date. In the event of such termination, the <br />Contractor will be paid for services rendered to the date of termination <br />and upon such payment, all obligations of the City to the Contractor <br />under this Agreement will cease. Termination pursuant to this <br />Subsection shall not prevent either party from exercising any other <br />legal remedies which may be available to it. <br />15.0 INSPECTION AND AUDIT <br />The City and its duly authorized representatives shall have access to <br />any books, documents, papers, and records of the Contractor that are <br />related to this Agreement for the purpose of making audits, <br />examinations, excerpts and transcriptions. <br />7 <br />