RDA Agmt 2004 Manwaring_Michael - Laserfiche WebLink

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contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. Agency may cancel this Agreement at any time and without cause upon written notification to Consultant. In the event of termination, 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 l.l. 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 Assignment and Subcontracting. Agency and Consultant recognize and agree that this Agreement contemplates personal performance 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 termination of this Agreement. C;onsuitmg Services Agreement between April 12, 200a Redevelopment Agency of the City of San Leandro and Michael Manwaring History Walk Phase II Page I o of 18