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8.5 Survival. All obligations arising prior to the termination of this Agreement and all <br />provisions of this Agreement allocating liability between City and Consultant shall survive <br />the termination of this Agreement. <br />8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms <br />of this Agreement, City's remedies shall included, but not be limited to, the following: <br />8.6.1 Immediately terminate the Agreement; <br />8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any <br />other work product prepared by Consultant pursuant to this Agreement; <br />8.6.3 Retain a different consultant to complete the work described in Exhibit A not <br />finished by Consultant; or <br />8.6.4 Charge Consultant the difference between the cost to complete the work <br />described in Exhibit A that is unfinished at the time of breach and the amount that <br />City would have paid Consultant pursuant to Section 2 if Consultant had <br />completed the work. <br />Section 9. KEEPING AND STATUS OF RECORDS. <br />9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, <br />models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, <br />records, files, or any other documents or materials, in electronic or any other form, that <br />Consultant prepares or obtains pursuant to this Agreement and that relate to the matters <br />covered hereunder shall be the property of the City. Consultant hereby agrees to deliver <br />those documents to the City upon termination of the Agreement. It is understood and <br />agreed that the documents and other materials, including but not limited to those described <br />above, prepared pursuant to this Agreement are prepared specifically for the City and are <br />not necessarily suitable for any future or other use. Any reuse of completed documents or <br />use of partially completed documents without written verification or concurrence by <br />Consultant for the specific purpose intended will be at the City's sole risk and without <br />liability or legal exposure to Consultant. City and Consultant agree that, until final approval <br />by City, all data, plans, specifications, reports and other documents are confidential and <br />will not be released to third parties without prior written consent of both Parties. <br />Consultant's instruments of service hereunder are the printed hard copy drawings and <br />specifications issued for the Project, whereas electronic media, including CAD files, are <br />tools for their preparation. As a convenience to the City, Consultant shall furnish to the City <br />both printed hard copies and electronic media. In the event of a conflict in their content, the <br />printed hard copies shall take precedence over the electronic media. Because data stored <br />in electronic media form can be altered, inadvertently, it is agreed that the City shall hold <br />Consultant harmless from liability arising out of changes or modifications to Consultant's <br />data in electronic media form in the City's possession or released to others by the City. <br />Consulting Services Agreement between [EFFECTIVE DATE] <br />City of San Leandro and Page 11 of 16 <br />