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<br />Non-Professional Services Agreement between January 1, 2023 <br />City of San Leandro and Cummins Inc., dba Cummins Sale and <br />Service Page 12 of 17 <br />Contractor with compensation beyond the maximum amount provided for in this <br />Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no <br />obligation to reimburse Contractor for any otherwise reimbursable expenses incurred <br />during the extension period. <br /> <br />8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the <br />Parties. <br /> <br />8.4 Assignment and Subcontracting. City and Contractor recognize and agree that this <br />Agreement contemplates personal performance by Contractor and is based upon a <br />determination of Contractor’s unique personal competence, experience, and specialized <br />personal knowledge. Moreover, a substantial inducement to City for entering into this <br />Agreement was and is the professional reputation and competence of Contractor. <br />Contractor may not assign this Agreement or any interest therein without the prior written <br />approval of the Contract Administrator. Contractor 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 Contractor shall survive <br />the termination of this Agreement. <br /> <br />8.6 Options upon Breach by Contractor. If Contractor materially breaches any of the terms <br />of this Agreement, City’s remedies shall include, but not be 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 Contractor pursuant to this Agreement; <br /> <br />8.6.3 Reserved. <br /> <br />8.6.4 Reserved <br /> <br />Section 9. KEEPING AND STATUS OF RECORDS. <br /> <br />9.1 Records Created as Part of Contractor’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 />Contractor prepares or obtains pursuant to this Agreement and that relate to the matters <br />covered hereunder shall be the property of the City. Contractor 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 Contractor agree that, until <br />DocuSign Envelope ID: 80F19DC1-90E9-4DAF-A39A-ABADE0A1D10B