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Consulting Services Agreement between City of San Leandro and 09/03/2024 rev.4 -09/25/24 Kathryn Nunes Design, Inc. for the Activity Guide Page 10 of 15 obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City’s remedies shall include, but are not limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant’s Performance. Upon payment for the completed project the Consultant grants to the City a non-exclusive, perpetual, and worldwide license to use, reproduce, and display the final design product solely for the purposes agreed upon in this contract. This license is limited to the final deliverables and does not extend to any underlying files, working files, drafts, or any other intellectual property used to create the final deliverables (including but not limited to design concepts, source files, or other preparatory materials). The City shall have no right to modify, alter, or create derivative works from the final deliverables without the prior written consent of the Docusign Envelope ID: B5292114-B469-4B2F-849B-971AED9F388C