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<br />Non-Professional Services Agreement between August 15, 2024 <br /> <br />City of San Leandro and SAE Communications Page 11 of <br />16 <br />Section 8 . TERMINATION AND MODIFICATION . <br /> <br />8.1 Termination . City may cancel this Agreement at any time and without cause upon <br />written notification to Contractor. <br /> <br />Contractor may cancel this Agreement upon 30 days’ written notice to City and shall <br />include in such notice the reasons for cancellation. <br /> <br />In the event of termination, Contractor shall be entitled to compensation for services <br />performed to the effective date of termination; City, however, may condition payment of <br />such compensation upon Contractor delivering to City any or all documents, photographs, <br />computer software, video and audio tapes, and other materials provided to Contractor or <br />prepared by or for Contractor or the City in connection with this Agreement. <br /> <br />8.2 Extension . City may, in its sole and exclusive discretion, extend the end date of this <br />Agreement beyond that provided for in Subsection 1.1 . Any such extension shall require <br />a written amendment to this Agreement, as provided for herein. Contractor understands <br />and agrees that, if City grants such an extension, City shall have no obligation to provide <br />Contractor with compensation beyond the maximum amount provided for in this <br />Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no <br />obligation to reimburse Contractor for any otherwise reimbursable expenses incurred <br />during the extension period. <br /> <br />8.3 Amendments . The Parties may amend this Agreement only by a writing signed by all <br />the Parties. <br /> <br />8.4 Assignment and Subcontracting . City and Contractor recognize and agree that this <br />Agreement contemplates personal performance by Contractor and is based upon a <br />determination of Contractor’s unique personal competence, experience, and specialized <br />personal knowledge. Moreover, a substantial inducement to City for entering into this <br />Agreement was and is the professional reputation and competence of Contractor. <br />Contractor may not assign this Agreement or any interest therein without the prior written <br />approval of the Contract Administrator. Contractor shall not subcontract any portion of the <br />performance contemplated and provided for herein, other than to the subcontractors noted <br />in the proposal, without prior written approval of the Contract Administr ator. <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 Contractor shall survive <br />the termination of this Agreement. <br /> <br />8.6 Options upon Breach by Contractor . If Contractor materially breaches any of the <br />terms of this Agreement, City’s remedies shall include, but not be limited to, the following: <br /> <br />8.6.1 Immediately terminate the Agreement; <br /> <br />Docusign Envelope ID: 48C0C778-D4CD-47B4-908F-CEE5F9F8D734