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<br /> <br /> - 13 - <br /> <br />21. Remedies and Sanctions. In addition to the rights and remedies otherwise available to the <br />City under this Agreement and under federal, state and local law, SLIA understands and <br />agrees that, if the City reasonably determines that SLIA has failed to make a good faith effort <br />to avoid an improper conflict of interest situation or is responsible for the conflict situation, <br />the City may (1) suspend payments under this Agreement, (2) terminate this Agreement, (3) <br />require reimbursement by SLIA to the City of any amounts disbursed under this Agreement. <br />In addition, the City may suspend payments or terminate this Agreement whether or not <br />SLIA is responsible for the conflict of interest situation. <br /> <br />22. Assignment. SLIA shall not assign or otherwise transfer any rights, duties, obligations or <br />interest in this Agreement or arising hereunder to any person, persons, consultant or sub- <br />consultant, entity or entities whatsoever without the prior written consent of City and any <br />attempt to assign or transfer without such prior written consent shall be void. Consent to any <br />single assignment or transfer shall not constitute consent to any further assignment or transfer. <br /> <br />23. Time of the Essence. Time is of the essence in the performance of this Agreement. <br /> <br />24. Commencement, Completion and Close Out. It shall be the responsibility of the SLIA to <br />coordinate and schedule the work to be performed so that commencement and completion <br />take place in accordance with the provisions of this Agreement. Any time extension granted <br />to SLIA to enable SLIA to complete the work must be in writing and shall not constitute a <br />waiver of rights the City may have under this Agreement. Should the SLIA not complete the <br />work by the scheduled date or by an extended date, the City shall be released from all of its <br />obligations under this Agreement. <br /> <br />25. Governing Law. This agreement shall be governed by the laws of the State of California. <br /> <br />26. Notices. If either party shall desire or be required to give notice to the other, such notice <br /> shall be given in writing, by prepaid U.S. certified or registered postage, addressed to <br /> recipient as follows: <br /> <br /> For the City of San Leandro: <br /> City of San Leandro <br /> 835 East 14th Street <br /> San Leandro, CA 94577 <br /> Attn: Office of Business Development <br /> <br /> <br /> <br /> For SLIA <br /> Lawrence Allphin <br /> 155 Parrott Street <br /> San Leandro, CA 94577 <br /> Attn: Mr. Lawrence Allphin, Interim President <br /> <br />27. Entire Agreement of the Parties. This agreement supersedes any and all agreements, either oral <br />or written, between the parties with respect to the rendering of disbursement duties by SLIA for