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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 term inationlcancellation, 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 <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. <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 />D. 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 />approval. Notice of any such assignment or transfer shall be promptly furnished to the Director. <br />C. Consultant shall not subcontract any of the services required hereunder without prior <br />written approval of the Director. <br />D. Nothing in this Agreement shall be construed to limit the City's ability to have any of <br />the services which are the subject of this Agreement performed by City personnel or by other <br />consultants retained by the City. 1 <br />E. The invalidity in whole or in part of any provision of this Agreement shall not void or <br />affect the validity of any other provision of this Agreement. <br />F. This Agreement shall be governed by and construed in accordance with the laws of <br />the State of California. <br />X <br />