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