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unenforceable, it is agreed tnat tne remainder ot this Agreement, or the application of such terms or provision <br />to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be <br />affected and every other term and provision of this Agreement shall be deemed valid and enforceable to the <br />maximum extent permitted by law. <br />11.23 Assignment. <br />This Agreement may not be assigned by Consultant without the written authorization of the City after <br />City's determination of the ability of the assignee to perform the Professional Services. This Agreement shall <br />be binding upon and inure to the benefit of the parties, their successors and permitted assigns. <br />11.24 Attached Schedules <br />The following Schedules and Forms are attached to this Agreement and incorporated into and made a <br />part of this Agreement: <br />Schedule A -Hour1y Rates <br />Schedule B -Small Business commitment <br />Schedule C -Notice provisions <br />Form of Work Authorization <br />11.25 Entire Agreement; Controlling Provisions; Amendment <br />11.25.1 Consultant submitted its Proposal dated February 13, 2014 (the "Proposal") in response to <br />the Request for Qualifications No. 13-14-403 issued by the City (the "RFQ"). <br />11.25.2 This Agreement, including the RFQ, the Proposal, and Schedules which are incorporated <br />into this Agreement in their entirety, embody the entire agreement and understanding of the parties with <br />respect to the subject matter of this Agreement and supersede all prior and contemporaneous agreements and <br />understandings, oral or written, relating to said subject matter. <br />11.25.3 Except as otherwise specifically provided in this Agreement, in the event of any conflict <br />between the specific provisions of this Agreement and the requirements or provisions of the RFQ and/or <br />Proposal, the provisions shall be given precedence in the following order: (1) this Agreement, (2) the RFQ; and <br />(3) the Proposal. Wherever possible, the provisions of the documents shall be construed in such manner as to <br />avoid conflicts between provisions of the various documents. <br />11.25.4 This Agreement may only be modified by written amendment executed by the City and <br />Consultant. Any amendments to this Agreement: (1) shall be subject to the mutual written agreement of the <br />parties; (2) shall be in the form of numbered amendments; (3) shall be executed by both parties; and (4) shall <br />become part of the public records of the City. It is expressly understood, moreover, that no oral discussions, <br />assents or representations shall constitute an enforceable amendment to this Agreement unless it is reduced <br />to writing in accordance with this paragraph. <br />Form-PSA CCNA Master 091914 <br />Erdman Anthony -14919 <br />101114 <br />[Signatures on following page.] <br />22