8C Consent 2007 0116 - Laserfiche WebLink

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8.1 Termination. Consultant or Agency may cancel this Agreement at any time and without cause upon written notification to the other party. In the event of tem1ination, Consultant shall be entitled to compensation for services performed to the effective date of termination; Agency, however, may condition payment of such compensation upon Consultant delivering to Agency any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the Agency in connection with this Agreement. 8.2 Extension. Agency may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall be specified in writing by the Agency. Consultant understands and agrees that if Agency issues such an extension, Agency shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Agency, Agency shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assi2nment and Subcontractin2. Agency and Consultant recognize and agree that this Agreement contemplates personal perfonnance by Consultant and is based upon a determination of Consultant's unique professional competence, experience, and specialized professional knowledge. Moreover, a substantial inducement to Agency for entering into this Agreement was and is the personal reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Agency. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Agency. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between Agency and Consultant shall survive the tem1ination ofthis Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the tem1S of this Agreement, Agency's remedies shall included, but not be limited to, the following: 8.6.1 Immediately tem1inate the Agreement; Consulting Services Agreement between Redevelopment Agency of the City of San Leandro and Main Street Property Services February 1, 2007 Page 10 of23