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<br />Consulting Services Agreement between City of San Leandro and Last revised 06/12/2019 <br />Trafficware for ATMS Upgrade and Maintenance Page 11 of 15 <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 th an to the subcontractors noted <br />in the proposal, without prior written approval of the Contract Administrator. <br /> <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. <br /> <br />8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms <br />of this Agreement, City’s remedies shall include, but are not limited to, the following: <br /> <br />8.6.1 Immediately terminate the Agreement; <br /> <br />8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any <br />other work product prepared by Consultant pursuant to this Agreement; <br /> <br />8.6.3 Retain a different consultant to complete the work described in Exhibit A not <br />finished by Consultant; or <br /> <br />8.6.4 Charge Consultant the difference between the cost to complete the work <br />described in Exhibit A that is unfinished at the time of breach and the amount that <br />City would have paid Consultant pursuant to Section 2 if Consultant had <br />completed the work. <br /> <br />Section 9. KEEPING AND STATUS OF RECORDS. <br /> <br />9.1 Records Created as Part of Consultant’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, <br />generated, prepared, or otherwise obtained by Consultant, either directly or indirectly, <br />pursuant to this Agreement and that relate to the matters covered hereunder shall be the <br />property of the City. Consultant hereby agrees to deliver this data or those documents to <br />the City upon request in a format agreeable to the City. It is understood and agreed that <br />the documents and other data, including but not limited to those described above, <br />prepared or generated pursuant to this Agreement are prepared or generated specifically <br />for the City and can be shared with third parties at the discretion of the City. Consultant <br />agrees that, unless final approval is granted by City, all data, plans, specifications, reports <br />and other documents are to be kept confidential and will not be released to third parties by <br />Consultant without prior written consent of the City. <br /> <br />89