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any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services that are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION a. This Agreement may be terminated by the City upon Three (3) days written notice of termination. b. Any reasonable concerns by Contractor and/or Artist regarding the feasibility of the performance must be brought to the attention of City at least two (2) hours prior to the start of time of the performance to provide City time to cure any such concerns. If City is unable to cure such concerns and such concerns reasonably prevent Artist from performing, then Contractor shall be paid the total sum contemplated by this Agreement. C. If City provided equipment malfunctions after the start of performance and the malfunction(s) could not have been detected by a reasonable inspection at least two (2) hours prior to the start of the performance and the City is unable to cure such malfunction(s) and such malfunction(s) reasonably prevent Artist from performing, then Contractor shall be paid the total sum contemplated by this Agreement. Page 8 of 11