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<br />Consulting Services Agreement between August 1, 2021 – June 30, 2022 <br />City of San Leandro and Koff & Associates Page 10 of 14 <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 /> <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, that <br />Consultant prepares or obtains pursuant to this Agreement and that relate to the matters <br />covered hereunder shall be the property of the City. Consultant hereby agrees to deliver <br />those documents to the City upon termination of the Agreement. It is understood and <br />agreed that the documents and other materials, including but not limited to those described <br />above, prepared pursuant to this Agreement are prepared specifically for the City and are <br />not necessarily suitable for any future or other use. City and Consultant agree that, until <br />final approval by City, all data, plans, specifications, reports and other documents are <br />confidential and will not be released to third parties without prior written consent of both <br />Parties. Notwithstanding the foregoing, Consultant will retain sole and exclusive ownership <br />of all right, title and interest in and to its intellectual property and derivatives thereof which <br />no data or confidential information of the City was used to create and which was <br />developed entirely using Consultant’s own resources. To the extent Consultant’s <br />intellectual property is necessary for the City to use the services provided, Consultant will <br />grant to the City a non-exclusive, royalty-free license to Consultant’s intellectual property <br />solely for the City’s use of such services. <br /> <br />9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books <br />of account, invoices, vouchers, canceled checks, and other records or documents <br />DocuSign Envelope ID: 8C55835A-323E-4FBB-862F-5C1FF8F2B7CB <br />289