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Page 8 of 11 <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 <br />and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not <br />be modified except by written instrument signed by the City and by an authorized representative <br />of 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 <br />any party, or anyone acting on behalf of any party, which are not embodied herein. <br />15.ASSIGNMENT <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 />the City’s prior written consent shall be considered null and void. Nothing in this Agreement <br />shall be construed to limit the City’s ability to have any of the services which are the subject to <br />this Agreement performed by City personnel or by other contractors retained by City. <br />16.WAIVER <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 <br />by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or <br />right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether <br />or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. <br />17.TERMINATION <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 <br />Contractor compensation for all services performed by Contractor prior to receipt of such notice <br />of termination, subject to the following conditions: <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 />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 />18.NON-DISCRIMINATION <br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital