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Prohibition Against Assignment. Neither this Agreement nor any rights or obligations <br />hereunder may be transferred, assigned or subcontracted, either in whole or in part, by the <br />Consultant without the City's prior written consent and any attempt to the contrary shall be void. <br />Term; Termination. Unless earlier terminated in accordance with its terms, this <br />Agreement will commence on the Effective Date and end upon the 21CP's satisfaction of all its <br />obligations hereunder and the City's final payment therefor. Notwithstanding the foregoing, <br />effective immediately upon delivery of a written termination notice to 21CP, the City may <br />terminate this Agreement, in whole or in part, for any reason, if the City determines that such <br />termination is in the best interest of the City. In addition, in accordance with Ind. Code § 6-1.1- <br />18-4, payments are subject to annual appropriation by the City. If the City makes a written <br />determination that funds are not appropriated or are otherwise unavailable to support the <br />continuation of this Agreement, it shall be cancelled. A determination by the City that funds are <br />not appropriated or are otherwise unavailable to support the continuation of performance shall be <br />final and conclusive. The City will not be required to pay any Contract Installment or be otherwise <br />liable for any cost associated with 21CP's performance of any Services after the effective date of <br />termination. <br />Remedies for Breach of Contract. Failure to complete the Services in accordance with <br />this Agreement will be considered a material breach. In the event of such breach, the City may <br />suspend all payments to 21CP and may pursue any and all remedies available at law or in equity. <br />21 CP shall repay to the City any portion of the Contract Amount expended for matters not within <br />the scope of the Services. <br />Partial Invalidity. All provisions of this Agreement shall be considered as separate terms <br />and conditions, and in the event any one shall be held illegal, invalid or unenforceable, all the other <br />provisions hereof shall remain in full force and effect as if the illegal, invalid, or unenforceable <br />provision were not a part hereof, unless the provision held illegal, invalid or unenforceable is a <br />material provision of this Agreement, in which case 21CP and the City agree to amend this <br />Agreement with replacement provisions containing mutually acceptable terms and conditions. <br />Should any provision hereof be found by a tribunal of competent jurisdiction to be illegal or <br />unenforceable and be deleted, the balance of the Agreement shall be automatically conformed to <br />the minimum requirements of law. <br />Precedence of Documents. In the event there is any conflict between this Agreement or <br />its interpretation and any exhibit, schedule or attachment, this Agreement shall control and take <br />precedence. <br />9 <br />