Agmt 2008 CH2M HILL Engineers Inc

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8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Tei7ziinate the Agreement in accordance with this Section; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant. 8.7 Termination for Cause. This Agreement maybe terminated for cause; if either Party fails substantially to perform through no fault of the other, fails to commence correcting the nonperformance within five days of written notice and fails to diligently complete the correction thereafter. 8.8 Force Maieure. The Parties are excused from performing this Agreement and any resulting delays if prevented from doing so by acts or events beyond the reasonable control of either Party, including acts of God, governmental changes or unforeseen events. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials; in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement (Deliverables) and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those Deliverables to the City upon termination of the Agreement. It is understood and agreed that the Deliverables and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. Use of such Deliverables for any purpose for which they were not originally developed without prior Consultant written consent is at City's sole risk and liability. City and Consultant agree that, until final approval by City, all Deliverables are confidential and will not be released to third parties without prior written consent of both Parties. 9.2 Consultant's Intellectual Property. Consultant retains all right, title and interest (including but not limited to, patent, copyright, trademark and other intellectual property rights) to all methodologies, processes, techniques, ideas, concepts, trade secrets and know-how embodied in or derived from the Deliverables (Consultant IP). Consultant does not warrant nor grant any rights in any Consulting Services Agreement between September 2008 City of San Leandro and CH2Iv1 HILL Page l0of 21