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Agreement. ImmDef affirms that it is an equal opportunity employer and shall comply with all <br /> applicable federal, state and local laws and regulations. <br /> 15. EXCLUSIVITY AND AMENDMENT <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 /> 16. TERMINATION <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 hnmDef 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 /> 17. MISCELLANEOUS PROVISIONS <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 /> 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 /> 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 />