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<br />Non-Professional Services Agreement between July 1, 2022
<br />City of San Leandro and David Sams Page 9 of 13
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<br />7.5 Nondiscrimination and Equal Opportunity. Contractor shall not discriminate, on the basis of a
<br />person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical
<br />condition, marital status, sex, or sexual orientation, against any employee, applicant for
<br />employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for
<br />any services or programs provided by Contractor under this Agreement. Contractor shall comply
<br />with all applicable federal, state, and local laws, policies, rules, and requirements related to equal
<br />opportunity and nondiscrimination in employment, contracting, and the provision of any services
<br />that are the subject of this Agreement, including but not limited to the satisfaction of any positive
<br />obligations required of Contractor thereby.
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<br />Contractor shall include the provisions of this Subsection in any subcontract approved by the
<br />Contract Administrator or this Agreement.
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<br />Section 8. TERMINATION AND MODIFICATION.
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<br />8.1 Termination. City may cancel this Agreement at any time and without cause upon written
<br />notification to Contractor.
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<br />Contractor may cancel this Agreement upon thirty (30) days’ written notice to City and shall include
<br />in such notice the reasons for cancellation.
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<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.
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<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, up to a total of three, one-year extensions. Any such
<br />extension shall require a written amendment to this Agreement, as provided for herein. Contractor
<br />understands and agrees that, if City grants such an extension, City shall have no obligation to
<br />provide Contractor with compensation beyond the maximum amount provided for in this Agreement
<br />(with the COLA to be applied each July 1st of the contract). Similarly, unless authorized by the
<br />Contract Administrator, City shall have no obligation to reimburse Contractor for any otherwise
<br />reimbursable expenses incurred during the extension period.
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<br />8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties.
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<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.
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<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 />DocuSign Envelope ID: 4AAB77D0-9044-421F-AE0E-F1A79244E204
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