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11. RECORDS AND AUDITS. The Consultant shall maintain records, adequate to identify <br /> and accounts for all costs pertaining to this Agreement and such other records as may be deemed <br /> nececcary to assure proper accounting for all funds paid to Consultant under this Agreement. <br /> These records will be made available for audit purposes to the City and will be retained for three <br /> (3) years after the expiration of this Agreement. <br /> 12. NO ASSIGNMENT. The rights of each party under this Agreement are personal to that <br /> party and may not be assigned or transferred to any other person, firm, corporation, or other <br /> entity without the prior express and written consent of the other party. <br /> 13. NO WAIVER. The failure of either party to this Agreement to insist upon the <br /> performance of any of the terms and conditions of this Agreement, or the waiver of any breach of <br /> any of the terms and conditions of this Agreement, shall not be construed as thereafter waiving <br /> any such terms and conditions, but the same shall continue and remain in full force and effect as <br /> if no such forbearance or waiver had occurred. <br /> 14. PARTIAL INVALIDITY. The invalidity of any portion of this Agreement shall not be <br /> deemed to affect the validity of any other provision. If any provisions of this Agreement is held <br /> to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force <br /> and effect, as if they had been executed by both parties subsequent to the expunging of the <br /> invalid provision. <br /> 15. CONFLICTING PROVISIONS. The terms and conditions in this agreement supersede <br /> any other conflicting provisions that are contained in any other document, including but not <br /> limited to any attachments hereto. <br /> 16. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, <br /> and may be amended, waived, changed, modified, extended or rescinded only by a writing <br /> signed by the party against whom any such amendment, waiver,change, modification, extension <br /> and/or rescission is sought. <br /> [Remainder of this page intentionally left blank] <br /> Page 4 of 5 <br />