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This Agreement may not be modified except by written instrument signed by the City Manager or their designee and by an authorized representative of Company. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Company or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 17. ASSIGNMENT City and Company acknowledge that Company was chosen for this Agreement due in part to its particular experience and expertise in the provision of bus shelters, bus stops and kiosks. Inasmuch as this Agreement is intended to secure the specialized services of Company, Company may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract, without the City's prior written consent, shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other companies retained by City. 18. TERMINATION A. Upon the occurrence of anyone or more of the events of default hereinafter described, this Agreement shall be subject to termination. As a condition precedent thereto, the City will give Company such notice as provided below, by certified mail or personal delivery of the date set for termination thereof; the grounds therefor; and that an opportunity to be heard thereon will be afforded on or before said date, if a request is made therefor. Events of Default: a. The failure of the Company to punctually make the payments herein when due, where the delinquency continues beyond ten (10) days following written notice for payment thereof. b. The failure of the Company to operate in the manner required by this Agreement, where such failure continues for more than thirty (30) days after written notice from the City to correct the condition therein specified. c. The failure of the Company to construct and/or install the bus shelters, bus benches or other improvements pursuant to mutually agreed upon installation dates, where such failure continues for more than thirty (30) days after service of notice by the City as provided above. d. The failure to maintain the bus shelter, bus benches, and the required improvements pursuant to this Agreement in the state of repair required, and in a clean, sanitary, safe and satisfactory condition, where such failure continues for more than thirty (30) days after written notice from the City for correction thereof, provided that where fulfillment of such obligation requires activity over a period of time and Company shall have immediately, following receipt of such notice, commenced to perform whatever may be required to cure Page 9 of 27