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<br />Non-Professional Services Agreement between Project No.: 3013.0240 <br />City of San Leandro and Jack Doheny Companies, Inc. Page 11 of 16 <br />Section 8. TERMINATION AND MODIFICATION <br /> <br />8.1 Termination City may cancel this Agreement at any time and without cause <br />upon written notification to Contractor. <br /> <br />Contractor may cancel this Agreement upon 90 days’ written notice to City and <br />shall include in such notice the reasons for cancellation. <br /> <br />In the event of termination, Contractor shall be entitled to compensation for <br />services performed to the effective date of termination; City, however, may <br />condition payment of such compensation upon Contractor delivering to City any <br />or all documents, photographs, computer software, video and audio tapes, and <br />other materials provided to Contractor or prepared by or for Contractor or the City <br />in connection with this Agreement. <br /> <br />8.2 Extension City may, in its sole and exclusive discretion, extend the end date of <br />this Agreement beyond that provided for in Subsection 1.1. Any such extension <br />shall require a written amendment to this Agreement, as provided for herein. <br />Contractor understands and agrees that, if City grants such an extension, City <br />shall have no obligation to provide Contractor with compensation beyond the <br />maximum amount provided for in this Agreement. Similarly, unless authorized <br />by the Contract Administrator, City shall have no obligation to reimburse <br />Contractor for any otherwise reimbursable expenses incurred during the extension <br />period. <br /> <br />8.3 Amendments The Parties may amend this Agreement only by a writing signed <br />by all the Parties. <br /> <br />8.4 Assignment and Subcontracting City and Contractor recognize and agree that <br />this Agreement contemplates personal performance b y Contractor and is based <br />upon a determination of Contractor’s unique personal competence, experience, <br />and specialized personal knowledge. Moreover, a substantial inducement to City <br />for entering into this Agreement was and is the professional reputation and <br />competence of Contractor. Contractor may not assign this Agreement or any <br />interest therein without the prior written approval of the Contract Administrator. <br />Contractor shall not subcontract any portion of the performance contemplated and <br />provided for herein, other than to the subcontractors noted in the proposal, <br />without prior written approval of the Contract Administrator. <br /> <br />8.5 Survival All obligations arising prior to the termination of this Agreement and <br />all provisions of this Agreement allocating liability between City and Contractor <br />shall survive the termination of this Agreement. <br /> <br />8.6 Options upon Breach by Contractor If Contractor materially breaches any of <br />the terms of this Agreement, City’s remedies shall included, but not be limited to, <br />the following: