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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 <br />representative of Contractor. The parties agree that any terms or conditions of any <br />purchase order or other instrument that are inconsistent with, or in addition to, the terms <br />and conditions hereof, shall not bind or obligate Contractor nor the City. Each party to <br />this Agreement acknowledges that no representations, inducements, promises or <br />agreements, orally or otherwise, have been made by any party, or anyone acting on behalf <br />of any party, which are not embodied herein. <br />11. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of <br />Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest <br />herein without the prior written consent of the City and any such assignment, transfer, <br />delegation or subcontract without the City's prior written consent shall be considered null <br />and void. Nothing in this Agreement shall be construed to limit the City's ability to have <br />any of the services which are the subject to this Agreement performed by City personnel <br />or by other Contractors retained by City. <br />12. TERMINATION <br />a. This Agreement may be terminated by the City upon fifteen (15) days written <br />notice of termination. However, the City reserves the right to terminate this Agreement <br />for cause immediately. Additionally, if Contractor fails to meet the specifications of this <br />Agreement for a period of seven (7) cumulative days, the City may terminate the balance of <br />this Agreement by written notice of termination to the Contractor, which notice shall be <br />effective two (2) days after mailing. <br />b. Payment need not be made for work which fails to meet the standard of <br />performance specified in the Recitals of this Agreement. <br />13. LIENS <br />Contractor shall not permit any mechanics', materialmen's or other liens of any <br />kind or nature ( "Liens ") to be filed or enforced against the Property in connection with <br />this Agreement. Contractor shall indemnify, defend and hold harmless City from all <br />liability for any and all liens, claims and demands, together with costs of defense and <br />reasonable attorneys' fees, arising from any Liens. City reserves the right, at its sole cost <br />and expense, at any time and from time to time, to post and maintain on the Property, or <br />any portion thereof, or on the improvements on the Property, any notices of non- <br />responsibility or other notice as may be desirable to protect City against liability. In <br />addition to, and not as a limitation of City's other rights and remedies under this <br />Agreement, should Contractor fail, within ten (10) days of written request from City, <br />either to discharge any Lien or to bond for any Lien, or to defend, indemnify, and hold <br />harmless City from and against any loss, damage, injury, liability or claim arising out of a <br />Lien, then City, at its option, may elect to pay such Lien, or settle or discharge such Lien <br />