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herein reserved to City, or any right to damages or other relief permitted by law. No term or condition <br /> of this Contract shall be held to be waived, modified or deleted except by an instrument, in writing, <br /> signed by the parties hereto. <br /> 11.6 Transfer of Contract. Seller shall not transfer or assign any of its rights or obligations <br /> under the Contract to any other party without the prior written consent of City, which may be withheld <br /> for any reason. Seller's responsibility for performance of the Contract shall remain, even if City should <br /> agree to such transfer or assignment. <br /> 11.7 Discrepancies and Omissions; Integration. If anything necessary for a clear <br /> understanding of the Work has been omitted from the Contract specifications or if it appears that <br /> various instructions are in conflict, Seller shall secure written instructions from City's project director <br /> before proceeding with the Work affected by such omissions or discrepancies. It is understood and <br /> agreed that the written terms and provisions of the Contract supersede all verbal communications or <br /> agreements between the parties. <br /> 11.8 Modifications. Except for change orders made pursuant to paragraph 6.3, this Contract <br /> shall not be modified or amended except by a writing signed by the parties. <br /> 11.9 Notices. Any notices permitted or required by this Contract shall be deemed given when <br /> personally delivered or upon deposit in the United States mail, postage fully prepaid, certified, return <br /> receipt requested, addressed to the parties at the addresses shown at the foot of this Contract, or <br /> such other address as either party may provide to the other by notice given in accordance with this <br /> provision. <br /> 11.10 Ownership of Documents. The Contract documents and copies or parts thereof <br /> furnished to Seller hereunder are solely for the purpose of enabling Seller to perform the Work. The <br /> Contract documents are not to be used for any other purpose, and with the exception of a signed <br /> counterpart of this Contract, are to be returned to City at the completion of the Work subject to Exhibit <br /> E which provides for computer software. <br /> 12 Federal, State, and Local Contract Provisions. <br /> 12.1 Taxes. Seller will be responsible for compliance with all local, state, and federal <br /> requirements pertaining to reporting of income or payment of taxes, and shall be solely responsible for <br /> paying any taxes coming due as result of its performance of the Work, whether federal, state, or local. <br /> It is conclusively assumed that Seller has anticipated and included such taxes in its proposal. City shall <br /> furnish tax - exemption certificates to Seller upon request. <br /> 12.2 Fees, Permits, Codes, Taxes. <br /> 12.2.1 Any and all fees, charges, or taxes required by federal, state or local laws or <br /> ordinances as a result of performance of the Work by Seller shall be paid by Seller. Seller shall <br /> comply with all notice and reporting requirements in connection therewith. <br /> 12.2.2 City will consider additional payment of costs incurred by Seller as a result of <br /> changes required to comply with codes, ordinances, tariffs, and regulations in effect on the <br /> date of installation, if Seller provides written notice of such changes in advance, including an <br /> estimate of the additional costs required, and if Seller did not know and in the exercise of <br /> reasonable diligence could not reasonably have anticipated the changes at the time of entering <br /> Purchase Contract - 10 <br />