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Consulting Services Agreement between City of San Leandro and
<br />ESA for Marshlands Hydrology Study
<br />October 1, 2025
<br />Page 7 of 11
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<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 />8.6.1 Immediately terminate the Agreement;
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<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;
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<br />8.6.3 Retain a different consultant to complete the work described in Exhibit A not
<br />finished by Consultant; or
<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.
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<br />8.6.5 No remedy mentioned in this Agreement is intended to be exclusive of any other
<br />right, power, or remedy permitted by law. Neither the failure nor any delay on the
<br />part of the City to exercise any such rights and remedies shall operate as a waiver
<br />thereof, not shall any single or partial exercise by the City of any such right or
<br />remedy preclude any other or further exercise of any such right or remedy.
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<br />Section 9. KEEPING AND STATUS OF RECORDS.
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<br />9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps,
<br />models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
<br />records, files, or any other documents or materials, in electronic or any other form, that
<br />Consultant specifically prepares pursuant to this Agreement and that relate to the matters
<br />covered hereunder shall become the property of the City upon payment for the services
<br />performed. Consultant hereby agrees to deliver those documents to the City upon
<br />termination of the Agreement and City may use, reuse or otherwise dispose of the
<br />documents without Consultant’s permission. It is understood and agreed that the
<br />documents and other materials, including but not limited to those described above,
<br />prepared pursuant to this Agreement are prepared specifically for the City and are not
<br />necessarily suitable for any future or other use. Any reuse or modification of such
<br />documents or materials by City, without Consultant’s written permission, shall be at City’s
<br />sole risk and without liability to Consultant. City and Consultant agree that, until final
<br />approval by City, all data, plans, specifications, reports and other documents are
<br />confidential and will not be released to third parties without prior written consent of both
<br />Parties. Notwithstanding the above, all pre-existing intellectual property, standard details
<br />and specifications, forms, trademarks, services marks, trade secrets, and other
<br />proprietary rights of Consultant and its subconsultants (“Pre-Existing Property”) are and
<br />will remain the exclusive property of Consultant or its subconsultants subject to a limited,
<br />non-exclusive, royalty-free license to City to use such Pre-Existing Property for
<br />completion of this Project and as is necessary to allow for the use in accordance with the
<br />terms of this Agreement.
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<br />Docusign Envelope ID: 9DB32912-19D0-41E8-ACE8-82408BB907DB
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