Agmt 2013 Audio Visual Innovations & Signal Perfection Ltd AVI SPL

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obligation to reimburse Contractor 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. City and Contractor recognize and agree that this Agreement contemplates personal performance by Contractor and is based upon a determination of Contractor's unique personal competence,experience,and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Contractor. Contractor may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Contractor 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 Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Contractor shall survive the termination of this Agreement. 8.6 Options upon Breach by Contractor. If Contractor materially breaches any of the terms of this Agreement, City's remedies after giving Contractor three(3)business days written notice and Contractor's subsequent failure to cure the default shall include, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans,specifications, drawings, reports,design documents,and any other work product prepared by Contractor pursuant to this Agreement; 8.6.3 Retain a different contractor to complete the work described in Exhibit A not finished by Contractor;or 8.6.4 Charge Contractor the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Contractor pursuant to Section 2 if Contractor had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Contractor'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 Contractor prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Contractor hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described Non-Professional Services Agreement between June 18,2013 City of San Leandro and Signal Perfection Limited Page 11 of 15