|
<br />_____________________________________________________________________________________________
<br />Consulting Services Agreement between City of San Leandro and 10/02/2023
<br />Fehr & Peers for Bicycle and Pedestrian Master Plan Update Page 12 of 17
<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 Consultant shall survive
<br />the termination of this Agreement.
<br />
<br />8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
<br />of this Agreement, City’s remedies shall include, but are not 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 Consultant pursuant to this Agreement;
<br />
<br />8.6.3 Retain a different consultant to complete the work described in Exhibit A not
<br />finished by Consultant; or
<br />
<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.
<br />
<br />Section 9. KEEPING AND STATUS OF RECORDS.
<br />
<br />9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models,
<br />charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records,
<br />files, or any other documents or materials, in electronic or any other form, that Consultant
<br />prepares or obtains pursuant to this Agreement and that relate to the matters covered
<br />hereunder (the “Work Product”) shall be the property of the City. Consultant hereby agrees
<br />to deliver those documents to the City upon termination of the Agreement. It is understood
<br />and agreed that the documents and other materials, including but not limited to those
<br />described above, prepared pursuant to this Agreement are prepared specifically for the
<br />City and are not necessarily suitable for any future or other use. City and Consultant agree
<br />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.
<br />
<br /> Notwithstanding the foregoing, the provisions above in this subsection shall not apply to
<br />any ideas, inventions, improvements, discoveries, methodologies, models, formats,
<br />software, algorithms, processes, procedures, designs, specifications, findings, data,
<br />analyses, compilations, correlations, derivations, or other intellectual properties developed,
<br />gathered, compiled or produced by Consultant prior to or independently of any of its
<br />services under this Agreement (“Background IP”), or those owned by a third party and
<br />obtained by Consultant whether or not in connection of Consultant’s performance of this
<br />Agreement (“Third-party IP”). Consultant shall retain all rights, titles, and interests,
<br />including but not limited to all ownership and intellectual property rights, in all Background
<br />IP, including such Background IP that Consultant may employ in the performance of this
<br />DocuSign Envelope ID: 6D0AEE58-A252-497A-B3D4-ECEB65A6296A
|