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Division 4 of Title 2 of the California Code of Regulations, are incorporated into this <br />Contract by reference and made a part hereof as if set forth in full. Consultant and its <br />subconsultants shall give written notice of their obligations under this clause to labor <br />organizations with which they have a collective bargaining or other Agreement. <br />Consultant shall include the nondiscrimination and compliance provisions of this clause in <br />all subcontracts to perform work under this Agreement. <br />7.7 Compliance with Metropolitan Transportation Commission ("MTC") Requirements. <br />Consultant shall comply with all of the MTC contractual provisions required for agencies <br />that accept Federal Grant Funds. The provisions contained in the MTC Funding <br />Agreement attached to this Agreement as Exhibit C are incorporated into this Agreement. <br />If there is any conflict between the MTC Funding Agreement terms and conditions and any <br />other terms and conditions of this Agreement, the MTC Funding Agreement terms and <br />conditions shall take precedence. <br />Section 8. TERMINATION AND MODIFICATION. <br />8.1 Termination. City may cancel this Agreement at any time and without cause upon written <br />notification to Consultant. <br />Consultant may cancel this Agreement upon 30 days' written notice to City and shall <br />include in such notice the reasons for cancellation. <br />In the event of termination, Consultant shall be entitled to compensation for services <br />performed to the effective date of termination; City, however, may condition payment of <br />such compensation upon Consultant delivering to City any or all documents, photographs, <br />computer software, video and audio tapes, and other materials provided to Consultant or <br />prepared by or for Consultant or the City in connection with this Agreement. <br />8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this <br />Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a <br />written amendment to this Agreement, as provided for herein. Consultant understands and <br />agrees that, if City grants such an extension, City shall have no obligation to provide <br />Consultant with compensation beyond the maximum amount provided for in this <br />Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no <br />obligation to reimburse Consultant for any otherwise reimbursable expenses incurred <br />during the extension period. <br />8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the <br />Parties. <br />8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this <br />Agreement contemplates personal performance by Consultant and is based upon a <br />determination of Consultant's unique personal competence, experience, and specialized <br />personal knowledge. Moreover, a substantial inducement to City for entering into this <br />Consulting Services Agreement between May 18, 2015 <br />City of San Leandro and Raimi + Associates Page 10 of 15 <br />