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<br />Consulting Services Agreement between City of San Leandro and Last Revised 06/02/2023
<br />Woodard Curran Page 11 of 16
<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.
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<br />8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the
<br />material terms of this Agreement, City’s remedies shall include, but are not limited to, the
<br />following:
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<br />8.6.1 Immediately terminate the Agreement;
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<br />8.6.2 Following payment to Consultant for services reasonably satisfactorily performed,
<br />retain the plans, specifications, drawings, reports, design documents, and any
<br />other work product prepared by Consultant pursuant to this Agreement;
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<br />8.6.3 Retain a different consultant to complete the work described in Exhibit A not
<br />finished by Consultant; or
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<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.
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<br />Section 9. KEEPING AND STATUS OF RECORDS.
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<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 (“Work Product”) shall be the property of the City. Consultant hereby
<br />agrees to deliver those documents to the City upon termination of the Agreement. It is
<br />understood and agreed that the documents and other materials, including but not limited to
<br />those described above, prepared pursuant to this Agreement are prepared specifically for
<br />the City and are not necessarily suitable for any future or other use. City and Consultant
<br />agree that, until final approval by City, all data, plans, specifications, reports and other
<br />documents are confidential and will not be released to third parties without prior written
<br />consent of both Parties.
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<br /> The City agrees that Consultant shall not have any liability to the City, or any third party,
<br />including those acting by or through the City, for any revision or addition to, alteration or
<br />deviation from Consultant’s Work Product occurring subsequent to Consultant’s
<br />completion of services under this Agreement or earlier termination of this Agreement, or for
<br />use of Consultant’s Work Product on another project by or on behalf of the City, and the
<br />City shall defend, indemnify and hold Consultant harmless from and against all liability,
<br />loss, damages, costs and expenses, including reasonable attorneys’ fees and
<br />disbursements, which Consultant may at any time sustain or incur by reason of any such
<br />use, revision, addition, alteration or deviation by or on behalf of the City. Moreover,
<br />DocuSign Envelope ID: ADFCA036-C58E-463C-B43B-4FD581DA6F71
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