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8. INSURANCE <br />Insurance not required of this contract. <br />9. TERMINATION OF AGREEMENT <br />This Agreement may be terminated by the Director upon a 45-day written notice of <br />termination/cancellation to Consultant. In such event, Consultant shall be entitled to receive, <br />and the City shall pay Consultant, compensation for all services performed by Consultant prior <br />to Consultant's receipt of such notice of termination/cancellation, subject to the condition that <br />payment need not be made for work which fails to meet the standard of performance specified <br />in Section 3 of this Agreement. <br />10. INDEPENDENT CONTRACTOR <br />Consultant is an independent contractor and not an employee of the City, and all of <br />Consultant's personnel shall be employees or subcontractors of Consultant and not employees <br />of the City. Consultant shall pay all salaries and wages, employer's social security taxes, <br />unemployment insurance and similar taxes relating to employees and shall be responsible for <br />all applicable withholding taxes. <br />11. MISCELLANEOUS PROVISIONS <br />A. Consultant covenants that it presently has no interest, and shall not have any <br />interest, direct or indirect, which would conflict in any manner with the performance of services <br />required hereunder. <br />B. Consultant shall not assign or transfer any interest in this Agreement, whether by <br />assignment or novation, without the prior written consent of the Director provided, however, that <br />claims for money due or to become due from the City under this Agreement may be assigned to <br />a bank, a trust company or other financial institution, or to a trustee in bankruptcy, without such <br />11 <br />