NSPA - Final SWIMS Storm Drain Inspections.pdf

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<br />Non-Professional Services Agreement between January 12, 2023 City of San Leandro and SWIMS Page 11 of 16 <br />Agreement, including but not limited to the satisfaction of any positive obligations required of SWIMS thereby. SWIMS shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to SWIMS. SWIMS may cancel this Agreement upon 30 (thirty) days’ written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, SWIMS shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon SWIMS delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to SWIMS or prepared by or for SWIMS or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. SWIMS understands and agrees that, if City grants such an extension, City shall have no obligation to provide SWIMS with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse SWIMS for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. 8.4 Assignment and Subcontracting. City and SWIMS recognize and agree that this Agreement contemplates personal performance by SWIMS and is based upon a determination of SWIMS’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 SWIMS. SWIMS may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. SWIMS shall not subcontract any portion of the performance contemplated and provided for herein, other than to the sub- Contractors 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 SWIMS shall survive the termination of this Agreement. <br />DocuSign Envelope ID: 3CF5F1DA-0970-4726-A2E8-F5B25AD4C567