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<br />Legal Services Agreement between City of San Leandro and Last revised 04/24/2021 <br />Bertrand, Fox, Elliot, Osman & Wenzel for Legal Representation Page 12 of 18 <br />In the event of termination, Attorney shall be entitled to compensation for <br />services performed to the effective date of termination; City, however, may <br />condition payment of such compensation upon Attorney delivering to City <br />any or all documents, photographs, computer software, video and audio <br />tapes, and other materials provided to Attorney or prepared by or for <br />Attorney or the City in connection with this Agreement. <br /> <br />8.2 Extension. City may, in its sole and exclusive discretion, extend the end <br />date of this Agreement beyond that provided for in Subsection 1.1. Any <br />such extension shall require a written amendment to this Agreement, as <br />provided for herein. Attorney understands and agrees that, if City grants <br />such an extension, City shall have no obligation to provide Attorney with <br />compensation beyond the maximum amount provided for in this <br />Agreement. Similarly, unless authorized by the Contract Administrator, <br />City shall have no obligation to reimburse Attorney for any otherwise <br />reimbursable expenses incurred during the extension period. <br /> <br />8.3 Amendments. The Parties may amend this Agreement only by a writing <br />signed by all the Parties. <br /> <br />8.4 Assignment and Subcontracting. City and Attorney recognize and agree <br />that this Agreement contemplates personal performance by Attorney and <br />is based upon a determination of Attorney’s unique personal competence, <br />experience, and specialized personal knowledge. Moreover, a substantial <br />inducement to City for entering into this Agreement was and is the <br />professional reputation and competence of Attorney. Attorney may not <br />assign this Agreement or any interest therein without the prior written <br />approval of the Contract Administrator. Attorney shall not subcontract any <br />portion of the performance contemplated and provided for herein, other <br />than to the subcontractors noted in the proposal, without prior written <br />approval of the Contract Administrator. <br /> <br />8.5 Survival. All obligations arising prior to the termination of this Agreement <br />and all provisions of this Agreement allocating liability between City and <br />Attorney shall survive the termination of this Agreement. <br /> <br />8.6 Options upon Breach by Attorney. If Attorney materially breaches any <br />of the terms of this Agreement, City’s remedies shall include, but are not <br />limited to, the following: <br /> <br />8.6.1 Immediately terminate the Agreement; <br /> <br />435