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<br />This Agreement represents the complete and exclusive statement between the City and <br />ImmDef, and supersedes any and all other agreements, oral or written, between the parties. In the <br />event of a conflict between the terms of this Agreement and any attachments hereto, the terms of <br />this Agreement shall prevail. This Agreement may not be modified except by written instrument <br />signed by the City and by an authorized representative of ImmDef. The parties agree that any <br />terms or conditions of any purchase order or other instrument that are inconsistent with, or in <br />addition to, the terms and conditions hereof, shall not bind or obligate ImmDef or the City. Each <br />party to this Agreement acknowledges that no representations, inducements, promises or <br />agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any <br />party, which is not embodied herein. <br /> <br />16. TERMINATION <br /> <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In such event, ImmDef shall be entitled to receive and the City shall pay ImmDef <br />compensation for all services performed by ImmDef prior to receipt of such notice of termination, <br />subject to the following conditions: <br />a. As a condition of such payment, the City Manager may require ImmDef to <br />deliver to the City all work product(s) completed as of such date, and in such <br />case such work product shall be the property of the City unless prohibited by <br />law, and ImmDef consents to the City's use thereof for such purposes as the <br />City deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of <br />performance specified in the Recitals of this Agreement. <br /> <br />17. MISCELLANEOUS PROVISIONS <br /> <br />a. Entire Agreement. This Agreement, including all Exhibits, contains the entire <br />agreement between the parties and supersedes whatever oral or written <br />understanding the parties may have had prior to the execution of this Agreement. <br /> <br />b. Modification. No modification or change to the terms of this Agreement will be <br />binding on a party unless in writing and signed by authorized representatives of the <br />parties. <br /> <br />c. Compliance with Laws. ImmDef shall perform all services described herein in <br />compliance with all applicable federal, state and local laws, rules, regulations, and <br />ordinances, including but not limited to, (i) the Americans with Disabilities Act of <br />1990 (42 U.S. C. 12101, et seq.) (" ADA"), and any regulations and guidelines <br />issued pursuant to the ADA; and ( ii) Labor Code sections 1720, et seq., which <br />require prevailing wages (in accordance with DIR determinations at <br />www.dir.ca.eov) be paid to any employee performing work covered by Labor Code <br />sections 1720 et seq. <br /> <br />d. Non-discrimination. ImmDef shall not discriminate because of race, color, creed,