Agmt 2016 Strategic Products and Services LLC

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In the event of termination, Contractor shall be entitled to compensation in accordance with Section 2. 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. Contractor understands and agrees that, if City grants such an extension, City shall have no obligation to provide Contractor 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 Contractor 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 all the Parties. 8.4 Assignment and Subcontracting. City and Contractor recognize and agree that this Agreement contemplates personal performance by Contractor and is based upon a determination of Contractor'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 Contractor. Contractor may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Contractor shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Contractor shall survive the termination of this Agreement 8.6 Termination for Breach. If a Party materially breaches its obligations under this Agreement and the breach is not cured within thirty(30)days of receipt of notice,then the non-defaulting Party will have the right to terminate this Agreement effective upon receipt of termination notice. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Contractor's Performance. All reports,data, maps, models,charts,studies,surveys, photographs, memoranda,plans,studies, specifications, records,files,or any other documents or materials, in electronic or any other form,that Contractor prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Contractor hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Contractor agree that, until Non-Professional Services Agreement between City of San Leandro and Strategic Products and Services, LLC for Network Upgrade Page 11 of 15