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Non-Professional Services Agreement between April 30, 2021 <br />City of San Leandro and Denali Water Solutions Page 10 of 14 <br /> <br />In the event of termination, Contractor shall be entitled to compensation for services performed to <br />the effective date of termination; City, however, may condition payment of such compensation <br />upon Contractor delivering to City any or all documents, photographs, computer software, video <br />and audio tapes, and other materials provided to Contractor or prepared by or for Contractor or the <br />City in connection with this Agreement. <br /> <br />8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement <br />beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment <br />to this Agreement, as provided for herein. Contractor understands and agrees that, if City grants <br />such an extension, City shall have no obligation to provide Contractor with compensation beyond <br />the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract <br />Administrator, City shall have no obligation to reimburse Contractor for any otherwise reimbursable <br />expenses incurred during the extension period. <br /> <br />8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. <br /> <br />8.4 Assignment and Subcontracting. City and Contractor recognize and agree that this Agreement <br />contemplates personal performance by Contractor and is based upon a determination of <br />Contractor’s unique personal competence, experience, and specialized personal knowledge. <br />Moreover, a substantial inducement to City for entering into this Agreement was and is the <br />professional reputation and competence of Contractor. Contractor may not assign this Agreement <br />or any interest therein without the prior written approval of the Contract Administrator. Contractor <br />shall not subcontract any portion of the performance contemplated and provided for herein, other <br />than to the subcontractors noted in the proposal, without prior written approval of the Contract <br />Administrator. <br /> <br />8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this <br />Agreement allocating liability between City and Contractor shall survive the termination of this <br />Agreement. <br /> <br />8.6 Options upon Breach by Contractor. If Contractor materially breaches any of the terms of this <br />Agreement, City’s remedies shall include, but not be 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 other work <br />product prepared by Contractor pursuant to this Agreement; <br /> <br />8.6.3 Retain a different contractor to complete the work described in Exhibit A not finished by <br />Contractor; or <br /> <br />8.6.4 Charge Contractor the difference between the cost to complete the work described in <br />Exhibit A that is unfinished at the time of breach and the amount that City would have paid <br />Contractor pursuant to Section 2 if Contractor had completed the work. <br /> <br />Section 9. KEEPING AND STATUS OF RECORDS. <br /> <br />9.1 Records Created as Part of Contractor’s Performance. All reports, data, maps, models, charts, <br />studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any <br />other documents or materials, in electronic or any other form, that Contractor prepares or obtains <br />DocuSign Envelope ID: ACFAA43E-5065-4C20-96F7-B9977B5F8BA6