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Legal Services Agreement between City of San Leandro and Last revised 12/01/2021 Allen, Glaessner, Hazelwood, & Werth for Legal Representation Page 12 of 17 Attorney and is based upon a determination of Attorney’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Attorney. Attorney may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Attorney shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Attorney shall survive the termination of this Agreement. 8.6 Options upon Breach by Attorney. If Attorney materially breaches any of the terms of this Agreement, City’s remedies shall include, but are not limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Attorney pursuant to this Agreement; 8.6.3 Retain a different Attorney to complete the work described in Exhibit A not finished by Attorney; or 8.6.4 Charge Attorney the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Attorney pursuant to Section 2 if Attorney had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Attorney’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Attorney prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Attorney hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Attorney agree that, until final approval by City, all data, plans, specifications, reports and other DocuSign Envelope ID: 659DF64A-47CB-44D0-B5E7-1900E5D5ABF8