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Master Services MSA between City of San Leandro and 11/17/2021 <br />VIP for Accela Improvements Page 12 of 18 <br />8.3.2.3 Describe the impact on any task, activity or deliverables or work product; <br />8.3.2.4 Provide a cost estimate, including the effort required by hours, skill requirements (e.g., <br />software developer, project manager, etc.), expenses, if any, and associated costs; <br />8.3.2.5 Identify any impact (increase or decrease) on the project budget; and <br />8.3.2.6 Identify the impact on the project timeline. <br />8.3.3 Once the Parties agree on the SOW change, the SOW shall be changed in writing. The <br />change will not be effective until the Change Order is signed by both Parties. No oral changes <br />Amendments or Change Orders) are authorized. If the proposed SOW change requires a MSA <br />amendment, the MSA Amendment process in Section 8.3.1 will be followed. <br />8.4 Assignment and Subcontracting. City and VIP recognize and agree that this MSA <br />contemplates personal performance by VIP and is based upon a determination of VIP’s <br />unique personal competence, experience, and specialized personal knowledge. <br />Moreover, a substantial inducement to City for entering into this MSA was and is the <br />professional reputation and competence of VIP. VIP may not assign this MSA or any <br />interest therein without the prior written approval of the Contract Administrator. VIP shall <br />not subcontract any portion of the performance contemplated and provided for herein, <br />other than to the subcontractors noted in the proposal, without prior written approval of the <br />Contract Administrator. <br />8.5 Survival. All obligations arising prior to the termination of this MSA and all provisions of <br />this MSA allocating liability between City and VIP shall survive the termination of this MSA. <br />8.6 Options upon Breach by VIP. If VIP materially breaches any of the terms of this MSA, <br />City’s remedies shall include, but are not limited to, the following: <br />8.6.1 Immediately terminate the MSA; <br />8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any <br />other work product prepared by VIP pursuant to this MSA; <br />8.6.3 Retain a different consultant to complete the work described in any SOW not <br />finished by VIP; or <br />8.6.4 Charge VIP the difference between the cost to complete the work described in any <br />SOW that is unfinished at the time of breach and the amount that City would have <br />paid VIP pursuant to Section 2 if VIP had completed the work. <br />Section 9. KEEPING AND STATUS OF RECORDS. <br />9.1 Records Created as Part of VIP’s Performance. All reports, data, maps, models, charts, <br />studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or <br />DocuSign Envelope ID: 9F9DB541-0E42-4025-BA38-8A30B1B769DBDocuSign Envelope ID: A6E6ED1E-C240-4C45-AFA2-3D4A68C228A1