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11. MISCELLANEOUS PROVISIONS <br />A. By signing this Agreement, VENDOR certifies that it does not discriminate <br />in hiring on the basis of race, color, creed, religion, sex, age, marital status, national <br />origin, ancestry, physical handicap, or medial conditions. <br />B. VENDOR shall not assign or transfer any interest in this Agreement, <br />whether by assignment or novation, without the prior written consent of the Director; <br />provided, however, that claims for money due or to become due from CITY under this <br />Agreement may be assigned to a bank, trust company, or other financial institution, or <br />to a trustee in bankruptcy, without such approval. Notice of any such assignment or <br />transfer shall be promptly furnished to the Director. <br />C. VENDOR agrees that VENDOR is an independent contractor and not an <br />.employee of CITY and all VENDOR's personnel shall be employees or subcontractors <br />of VENDOR and not employees of CITY. VENDOR shall pay all salaries and wages, <br />employers social security taxes, unemployment insurance, and similar taxes relating to <br />employees and shall be responsible for all applicable withholding taxes. <br />D. VENDOR shall not subcontract any of the services required hereunder <br />without prior written approval of the Director. <br />E. VENDOR reserves the right to effect changes in form or name, including <br />but not limited to changes from individual proprietorship, partnership or corporation to <br />any other such form of organization, and likewise reserves the right to add, substitute or <br />delete stockholders, partners, associates, and employees. This Agreement shall <br />continue in effect with regard to VENDOR under its new form or name without the <br />necessity of any amendment to this Agreement. The Director shall be promptly notified <br />of any such change in form or name. <br />Page 6 of 8 <br />