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~ a2E.,. <br />F~ , <br /> , 1 <br />3.4.3 If Basic Services covered by this Agreement have <br />not been completed within twenty-four (24) months of the day <br />and year first written above through no fault of Dalton, the <br />not to exceed amount set forth in Paragraph 3.1 (excluding <br />the fixed fee which shall not be increased without an increase <br />in the scope of work) shall be subject to increase. <br />3.4.4 Interest shall be paid at the rate of one and <br />one-half percent (1.5$) per month for all payments made <br />after the time set forth in Subparagraph 3.4.1. <br />ARTICLE 4, GENERAL PROVISIONS <br />4.1 Dalton's Accounting Records <br />Records of Reimbursable Expenses and expenses pertaining to <br />services performed on the basis of a cost plus fee basis <br />shall be available to the City or the authorized represen- <br />tative at mutually convenient times. <br />4.2 Termination of Agreement <br />4.2.1 This Agreement may be terminated by either party <br />upon thirty (30) days written notice should the other party <br />fail substantially to perform in accordance with its terms <br />through no fault of the party initiating the termination. <br />Failure to substantially perform includes payment made by <br />the City to Dalton more than thirty (30) days after date of <br />invoice. <br />4.2.2 In the event of termination, Dalton shall be paid <br />compensation for services performed to termination date, <br />including Reimbursable Expenses and payments for Services <br />then due and all termination expenses. <br />4.3 Successors and Assigns <br />The City and Dalton each bind themselves, their officers, <br />successors, assigns, and legal representatives to the other <br />party to this Agreement and to the officers, successors, <br />assigns, and legal representatives of such other party with <br />respect to all covenants of this Agreement. Neither the <br />City nor Dalton shall assign, sublet, or transfer its interest <br />in this Agreement without the written consent of the other. <br />Dalton may contract with 'subconsultants as it so deems <br />necessary, upon written approval of the City. <br />4.4 Extent of Agreement <br />This Agreement represents the entire and integrated agree- <br />ment between the City and Dalton and supersedes all prior <br />negotiations, representations, or agreements, either written <br />or oral. This Agreement may be amended only by Amendments <br />numbered 1, 2, 3, etc., which are signed by both City and <br />Dalton. <br />-7- <br />