8I Consent 2014 1103 - Laserfiche WebLink

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Attorney 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. City may cancel this Agreement at anytime and without cause upon written notification to Attorney. Attorney may cancel this Agreement upon 60 days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Attorney shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Attorney delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Attorney or prepared by or for Attorney or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Attorney understands and agrees that if City grants such an extension City shall have no obligation to provide Attorney with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Attorney 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 the Parties. 8.4 Assignment and Subcontracting. City and Attorney recognize and agree that this Agreement contemplates personal performance by Attorney and is based upon a determination of Attorney'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 Attorney. Attorney may not assign this Agreement or any interest therein. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Attorney shall survive the termination of this Agreement. 8.6 Options upon Breach by Attorney. If Attorney breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Reserved; Consulting Services Agreement between January 22, 2014 City of San Leandro and Jarvis, Fay, Doporto & Gibson, LLP Page 9 of 13