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<br />maximum amount provided for in this Agreement, unless mutually agreed to in such written
<br />amendment. Similarly, unless authorized by the Contract Administrator or in a mutually agreed upon
<br />amendment, City shall have no obligation to reimburse Consultant for any otherwise reimbursable
<br />expenses incurred during the extension period.
<br />8.2 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties.
<br />8.3 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this
<br />Agreement allocating liability between City and Consultant shall survive the termination of this
<br />Agreement.
<br />8.4 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this
<br />Agreement, &LW\¶V remedies shall include, but are not limited to, the following:
<br />8.4.1 Immediately terminate the Agreement; provided City notifies Consultant in writing of the breach and
<br />provides Consultant at least thirty (30) days in which to cure such breach, and Consultant fails to cure
<br />such breach within the 30-day notice period;
<br />8.4.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product
<br />prepared by Consultant pursuant to this Agreement;
<br />8.4.3 Retain a different consultant to complete the work described in Exhibits A-1 and A-2 not finished by
<br />Consultant; or
<br />Section 9. KEEPING AND STATUS OF RECORDS.
<br />9.1 Records Created as Part of &RQVXOWDQW¶V Performance. All reports, data, maps, models, charts,
<br />studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other
<br />documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant
<br />to this Agreement and that relate to the matters covered hereunder shall be the property of the City.
<br />Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement.
<br />It is understood 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 City and are
<br />not necessarily suitable for any future or other use. City and Consultant agree that, until final approval
<br />by City, all data, plans, specifications, reports and other documents are confidential and will not be
<br />released to third parties without prior written consent of both Parties.
<br />9.2 &RQVXOWDQW¶V%RRNVDQG5HFRUGV. Consultant shall maintain any and all ledgers, books of account,
<br />invoices, vouchers, canceled checks, and other records or documents evidencing or relating to
<br />charges for services or expenditures and disbursements charged to the City under this Agreement
<br />for a minimum of 3 years, or for any longer period required by law, from the date of final payment to
<br />the Consultant to this Agreement.
<br />Section 10. MISCELLANEOUS PROVISIONS.
<br />10.1 $WWRUQH\V¶)HHV . If a party to this Agreement brings any action, including an action for declaratory
<br />relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to
<br />reasonable DWWRUQH\V¶ fees in addition to any other relief to which that party may be entitled. The court
<br />may set such fees in the same action or in a separate action brought for that purpose.
<br />10.2 Venue. In the event that either party brings any action against the other under this Agreement, the
<br />Parties agree that trial of such action shall be vested exclusively in the state courts of California in
<br />the County of Alameda or in the United States District Court for the Northern District of California.
<br />10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is
<br />invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full
<br />force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or
<br />affect the validity of any other provision of this Agreement.
<br />10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement
<br />does not constitute a waiver of any other breach of that term or any other term of this Agreement.
<br />DocuSign Envelope ID: F142FC13-2565-4871-97AE-5ACD1BA331FC
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