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<br />Non-Professional Services Agreement between March 23, 2026 <br />City of San Leandro and Hale International Page 13 of 18 <br />photographs, computer software, video and audio tapes, and other materials provided to <br />Contractor or 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 a <br />written amendment to this Agreement, as provided for herein. Contractor understands and <br />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 the <br />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 Administrator. <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 including but <br />not limited to the provisions of Section 5, shall survive the termination of this Agreement. <br /> <br />8.6 Options upon Breach by Contractor. If Contractor 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 Contractor pursuant to this Agreement; <br /> <br />8.6.3 Retain a different contractor to complete the work described in Exhibit A not <br />finished by Contractor; or <br /> <br />8.6.4 Request Contractor to reperform, at no cost to City, up to forty (40) hours.. <br /> <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 />Docusign Envelope ID: 8CEC46FA-462C-43AB-90C6-6BF0CA7BCC18