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Consulting Services Agreement between City of San Leandro and 12/18/2017 <br />ConvergeOne, Inc. for Cisco Firewall Upgrade Project Exhibit A – Page 11 of 16 <br />Agreement, including but not limited to the satisfaction of any positive obligations required <br />of Consultant thereby. <br />Consultant shall include the provisions of this Subsection in any subcontract approved by <br />the Contract Administrator or this Agreement. <br />Section 8.TERMINATION AND MODIFICATION. <br />8.1 Termination. City may cancel this Agreement at any time and without cause upon ten <br />(10) days written notification to Consultant’s address in section 10.10. <br />Consultant may cancel this Agreement upon ten (10) 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 in accordance <br />with Section 2 of the Agreement Consultant will deliver to City all deliverables (whether <br />complete or incomplete) and any other City materials provided to Consultant or prepared <br />for Consultant by 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 />Agreement was and is the professional reputation and competence of Consultant. <br />Consultant may not assign this Agreement or any interest therein without the prior written <br />approval of the Contract Administrator. Consultant 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 Consultant shall survive <br />the termination of this Agreement.