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13. TERMINATION OF AGREEMENT FOR CAUSE. If INTERACTIVE fails to perform INTERACTIVE's duties to the satisfaction of the CITY or if INTERACTIVE fails to fulfill in a timely and professional manner INTERACTIVE's obligations under this AGREEMENT or if INTERACTIVE shall violate any of the terms or provisions of this AGREEMENT or if INTERACTIVE, INTERACTIVE's agents or employees fail to exercise good behavior either during or outside of working hours that is of such a nature as to being discredit upon the CITY, then the CITY shall have the right to terminate this AGREEMENT effective immediately upon the CITY giving written notice thereof to the INTERACTIVE. Termination shall have no effect upon the rights and obligations of the parties arising out of any transaction occurring prior to the effective date of such termination. INTERACTIVE shall be paid for all work satisfactorily completed prior to the effective date of such termination. If CITY's termination of INTERACTIVE for cause is defective for any reason, including but not limited to CITY's reliance gn erroneous facts concerning INTERACTIVE's performance, or any defect in notice thereof, CITY's maximum liability shall not exceed the amount payable to INTERACTIVE under paragraph 5 above. 14. NON -ASSIGNMENT OF AGREEMENT. Inasmuch as this AGREEMENT is intended to secure the specialized services of INTERACTIVE, INTERACTIVE may not assign, transfer, delegate, or sublet any interest therein without the prior written consent of the CITY and any such assignment, transfer, delegation or sublease without the CITY's prior written consent shall be considered null and void. 15. EMPLOYMENT STATUS. INTERACTIVE shall, during the entire term of the AGREEMENT, be construed to be an independent Contractor and not an employee of the CITY. This AGREEMENT is not intended nor shall it be construed to create an employer - employee relationship, a join venture relationship, or to allow the CITY to exercise discretion or control over the professional manner in which INTERACTIVE performs the services which are the subject matter of the AGREEMENT; provided always, however, that the services to be provided by INTERACTIVE shall be provided in a manner consistent with all applicable standards and regulations governing such services. 16. WARRANTY OF INTERACTIVE. INTERACTIVE warrants that INTERACTIVE and each of the personnel employed or otherwise retained by INTERACTIVE are properly certified and licensed under the laws and regulations of the State of California, if required, to provide the special services herein agreed to. Page 6 of 9