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10.9. Contractor will not combine its business operations in any way with the City's <br /> business operations and each party shall maintain their operations as separate <br /> and distinct. <br /> 11.0 ASSIGNMENT <br /> Contractor shall not assign or delegate this Agreement or any portion thereof, or any <br /> monies due to or become due hereunder without the City's prior written consent. <br /> 12.0 DEFAULT <br /> Each and every term and condition hereof shall be deemed to be a material element of <br /> this Agreement. In the event either party should fail or refuse to perform according to the <br /> terms of this Agreement, such party may be declared in default. <br /> 13.0 TERMINATION <br /> 13.1 This Agreement may be terminated by either party for material breach or default of <br /> this Agreement by the other party not caused by any action or omission of the <br /> other party by giving the other party written notice at least thirty (30) days in <br /> advance of the termination date. Termination pursuant to this subsection shall not <br /> prevent either party from exercising any other legal remedies which may be <br /> available to it. <br /> 13.2 In addition to the foregoing, this Agreement may be terminated by the City for its <br /> convenience and without cause of any nature by giving written notice at least <br /> fifteen (15) days in advance of the termination date. In the event of such <br /> termination, the Contractor will be paid for the reasonable value of the Services <br /> rendered to the date of termination, not to exceed a pro-rated daily rate, for the <br /> Services rendered to the date of termination, and upon such payment, all <br /> obligations of the City to the Contractor under this Agreement will cease. <br /> Termination pursuant to this Subsection shall not prevent either party from <br /> exercising any other legal remedies which may be available to it. <br /> 14.0 INSPECTION AND AUDIT <br /> The City and its duly authorized representatives shall have access to any books, <br /> documents, papers, and records of the Contractor that are related to this Agreement for <br /> the purpose of making audits, examinations, excerpts, and transcriptions. <br /> 15.0 DOCUMENTS <br /> All computer input and output, analyses, plans, documents photographic images, tests, <br /> maps, surveys, electronic files and written material of any kind generated in the <br /> performance of this Agreement or developed for the City in performance of the Services <br /> 6 <br />