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Contractor may not assign this Agreement or any interest therein without the prior written <br /> approval of the Contract Administrator. Contractor shall not subcontract any portion of the <br /> performance contemplated and provided for herein, other than to the subcontractors noted <br /> in the proposal,without prior written approval of the Contract Administrator. <br /> 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 Contractor shall survive <br /> the termination of this Agreement. <br /> 8.6 Options upon Breach by Contractor. If Contractor 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 Contractor pursuant to this Agreement; <br /> 8.6.3 Retain a different contractor to complete the work described in Exhibit A not <br /> finished by Contractor; or <br /> 8.6.4 Charge Contractor the difference between the cost to complete the work described <br /> in Exhibit A that is unfinished at the time of breach and the amount that City would <br /> have paid Contractor pursuant to Section 2 if Contractor had completed the work. <br /> Section 9. KEEPING AND STATUS OF RECORDS. <br /> 9.1 Records Created as Part of Contractor'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 /> Contractor prepares or obtains pursuant to this Agreement and that relate to the matters <br /> covered hereunder shall be the property of the City. Contractor 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. City and Contractor agree that, until <br /> final approval by City, all data, plans, specifications, reports and other documents are <br /> confidential and will not be released to third parties without prior written consent of both <br /> Parties. <br /> 9.2 Contractor's Books and Records. Contractor shall maintain any and all ledgers, books <br /> of account, invoices,vouchers, canceled checks, and other records or documents <br /> evidencing or relating to charges for services or expenditures and disbursements charged <br /> to the City under this Agreement for a minimum of 3 years,or for any longer period <br /> required by law,from the date of final payment to the Contractor to this Agreement. <br /> Non-Professional Services Agreement between August 1,2014 <br /> City of San Leandro and Terra Renewal West, LLC. Page 11 of 15 <br />