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16.Relationship of the Parties. <br />16.1. This Agreement shall not be construed as creating an agency, partnership, joint venture or any other form <br />of association between the parties, and both parties shall be and remain independent entities. Neither <br />party has the right or authority, express or implied, to assume or create any obligation of any kind, or to <br />make any representation or warranty, on behalf of the other party or to bind the other party in any respect <br />whatsoever, except as otherwise provided in this Agreement. <br />17.Assignment. <br />17.1. Should the City enter into an agreement with a third party for parking operations during the term of this <br />Agreement, IPS shall provide that operator the same rights, terms, and conditions as included in this <br />Agreement. Such assignment shall not be effective unless and until the City has provided notice to the IPS <br />of such assignment, and any such third party will be required to adhere to all terms and conditions <br />contained herein. <br />17.2. IPS may not assign, hypothecate or transfer this Agreement or any interest therein directly or indirectly, by <br />operation of law or otherwise without the prior written consent of City, which shall not be unreasonably <br />withheld. <br />18.General Provisions. <br />18.1. Waiver. A waiver of any breach of this Agreement shall not be deemed a waiver of any subsequent <br />breach of the same or any other term, covenant or condition of this Agreement. No delay or failure on <br />the part of either party to insist on compliance with any provision of this Agreement shall constitute a <br />waiver of such party's right to enforce such provision, no matter the length of the delay. In the case of <br />any granted waiver by the consenting Party, which must be provided in writing, such waiver shall not <br />constitute a waiver of the same obligation or any other obligation under this Agreement. <br />18.2. Documentation. IPS shall provide the City with any required documentation to substantiate our ability <br />to conduct business and shall also provide security documentation related to our credit card processing <br />services, including the Attestation of Compliance (AOC), upon request. The City acknowledges that the <br />security documents provided by JPS shall be considered Confidential documents and shall be subject to <br />the terms of section 9 above. <br />18.3. Modification or Amendment. No oral modifications shall be effective and nothing shall be deemed as a <br />modification of this Agreement unless provided in writing and signed by both Parties. <br />18.4. Entire Agreement. This Agreement sets forth the entire agreement between the par ties with respect to <br />the subject matter hereof. Understandings, agreements, repres entations or warranties not contained <br />in this Agreement, or as written amendment hereto, shall not be binding on either party. Except as <br />provided herein, no alteration of any terms, conditions, delivery, price, quality or specifications of this <br />Agreement shall be binding on either party without the written consent of both parties. <br />18.5. Injunctive Relief. The parties agree that a breach of the obligations in Section 8 ("Intellectual Property <br />and Ownership") and Section 9 ("Confidential Info rmation") may cause irreparable harm to the affected <br />party, the amount of which would be impossible to ascertain, and that there is no adequate remedy at <br />law. Notwithstanding the provisions of Section 10 ("Dispute Resolution"), and in addition to any other <br />rights and remedies it may have, the affected party shall have the right to obtain an injunction from a <br />EXHIBIT 1