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and building design elements described in the Proposal, as modified with the approval or at the direction of the City. 5. TERM AND TERMINATION This Agreement shall commence on the Effective Date and shall continue until completed or terminated pursuant to the terms of this Agreement. This Agreement may be terminated by either Party in the event of substantial failure or default of the other Party to perform in accordance with the terms hereof through no fault of the terminating Party, which failure or default continues without cure for a period of thirty (30) days after the defaulting party's receipt of written notice of default specifying the failure or default in reasonable detail. Upon thirty (30) days' written notice to Developer, the City may, for its convenience and without cause, elect to terminate the Agreement. Upon receiving notice of termination from the City, Developer must immediately terminate all Services (unless the notice directs otherwise) and, upon receipt of final payment in an amount calculated in accordance with the following paragraph, deliver to City all reports, studies, plans, drawings, specifications, designs, and renderings (the "Instruments of Service") (whether completed or in progress) which may have been created or accumulated by the Developer in performing the Agreement. In the event of termination for convenience, the City shall, within thirty (30) days following the termination date specified in the notice, pay Developer (a) with respect to all Services completed by Developer in accordance with this Agreement through such termination date, the portion of the Contract Amount not yet paid by City to Developer that is allocable to such completed Services (as determined in accordance with the Schedule of Values) and (b) with respect to incomplete Services: (i) the costs incurred by the Developer to perform such incomplete Services through the termination date, plus (ii) all reasonable expenses of Developer attributable to such termination, plus (iii) Developer's reasonable overhead and profit that reflects the Developer's level of completion of the incomplete Services prior to the termination date. The rights and remedies of City provided in this Section are in addition to any other rights and remedies provided by law or under this Agreement. b. COMPREHENSIVE AGREEMENT Should the Parties conclude that the Project is feasible, it is their intention to negotiate a Comprehensive Agreement under the PPEA and the Guidelines which shall address the completion of design, construction and commissioning of the Project. At the direction of the Parties, counsel for the City and counsel for the Developer will begin work on the Comprehensive Agreement during Developer's performance of Services under this Agreement. The City's participation in negotiation of a Comprehensive Agreement shall not constitute an obligation of, or commitment by, the City to execute such Comprehensive Agreement without the prior approval of the City Council, which approval may be granted, denied or conditioned in the City's sole discretion.