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Master Services MSA between City of San Leandro and 11/17/2021 <br />VIP for Accela Improvements Page 11 of 18 <br />VIP shall comply with all applicable federal, state, and local laws, policies, rules, and <br />requirements related to equal opportunity and nondiscrimination in employment, <br />contracting, and the provision of any services that are the subject of this MSA, including <br />but not limited to the satisfaction of any positive obligations required of VIP thereby. <br />VIP shall include the provisions of this Subsection in any subcontract approved by the <br />Contract Administrator or this MSA. <br />Section 8. TERMINATION AND MODIFICATION. <br />8.1 Termination. City may cancel this MSA at any time and without cause upon 30 days <br />written notification to VIP. <br />VIP may cancel this MSA upon 60 days’ written notice to City and shall include in such <br />notice the reasons for cancellation. <br />In the event of termination, VIP shall be entitled to compensation for services performed to <br />the effective date of termination; City, however, may condition payment of such <br />compensation upon VIP delivering to City any or all documents, photographs, computer <br />software, video and audio tapes, and other materials provided to VIP or prepared by or for <br />VIP or the City in connection with this MSA. <br />8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this MSA <br />beyond that provided for in Subsection 1.1. Any such extension shall require a written <br />amendment to this MSA, as provided for herein. VIP understands and agrees that, if City <br />grants such an extension, City shall have no obligation to provide VIP with compensation <br />beyond the maximum amount provided for in this MSA. Similarly, unless authorized by the <br />Contract Administrator, City shall have no obligation to reimburse VIP for any otherwise <br />reimbursable expenses incurred during the extension period. <br />8.3 Amendments and Change Orders. Requests for an Amendment to the MSA and/or <br />Change to an individual SOW must be submitted in accordance with the terms of this Section, hereby referred <br />to as the “Change Management Process.” <br />8.3.1 Either Party may request changes to this MSA, including changes in terms, scope, schedule, <br />and pricing or compensation, or pursuant to statutory and regulatory changes, through a written <br />amendment signed by an individual authorized to bind each Party (“Amendment”) <br />8.3.2 SOW Change Orders. The Parties may agree to make changes that do not impact the pricing <br />of individual SOWS (including payment schedules) or termination date by a change order <br />Change Order”). Change Orders may include technical changes, changes to SOW interim <br />milestones, assignment of key personnel, etc. Change Orders must be signed by an individual <br />authorized to bind each Party. <br />8.3.2.1 VIP shall submit a proposal for any SOW change requests, whether requested by City or <br />initiated by VIP. The proposal will: <br />8.3.2.2 Describe the change in sufficient detail to avoid any ambiguity; <br />DocuSign Envelope ID: 9F9DB541-0E42-4025-BA38-8A30B1B769DBDocuSign Envelope ID: A6E6ED1E-C240-4C45-AFA2-3D4A68C228A1