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Page 8 of 10 <br /> <br /> <br />Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral <br />or written, between the parties. In the event of a conflict between the terms of this Agreement and <br />any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be <br />modified except by written instrument signed by the City and by an authorized representative of <br />Contractor. The parties agree that any terms or conditions of any purchase order or other <br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not <br />bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no <br />representations, inducements, promises or agreements, orally or otherwise, have been made by any <br />party, or anyone acting on behalf of any party, which are not embodied herein. <br /> <br />15. ASSIGNMENT <br /> <br /> Inasmuch as this Agreement is intended to secure the specialized services of Contractor, <br />Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior <br />written consent of the City and any such assignment, transfer, delegation or subcontract without <br />WKH&LW\¶VSULRUZULWWHQFRQVHQWVKDOOEHFRQVLGHUHGQXOODQGYRLG1othing in this Agreement shall <br />EHFRQVWUXHGWROLPLWWKH&LW\¶VDELOLW\WRKDYHDQ\RIWKHVHUYLFHVthat are the subject to this <br />Agreement performed by City personnel or by other contractors retained by City. <br /> <br />16. WAIVER <br /> <br /> No waiver of breach, failure of any condition, or any right or remedy contained in or <br />granted by the provisions of this Agreement shall be effective unless it is in writing and signed by <br />the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or <br />remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not <br />similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. <br /> <br />17. TERMINATION <br /> <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor <br />compensation for all services performed by Contractor prior to receipt of such notice of <br />termination, subject to the following conditions: <br /> <br />a. As a condition of such payment, the Executive Director may require Contractor to <br />deliver to the City all work product completed as of such date, and in such case <br />such work product shall be the property of the City unless prohibited by law, and <br />Contractor consents to the City's use thereof for such purposes as the City deems <br />appropriate. <br /> <br />b. Payment need not be made for work that fails to meet the standard of performance <br />specified in the Recitals of this Agreement. <br /> <br />18. NON-DISCRIMINATION <br /> <br /> Contractor shall not discriminate because of race, color, creed, religion, sex, marital <br />Exhibit 2