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5. Independent Vendor <br />Vendor agrees that Vendor is an independent vendor and not an employer of the City and <br />all Vendor's personnel shall be employees of Vendor and not employees of the City. Vendor <br />shall pay all salaries and wages, employer's social security taxes, unemployment insurance and <br />similar taxes relating to employees and shall be responsible for all applicable withholding taxes, <br />b. Cancellation <br />Either party may terminate this Agreement for any reason upon thirty (30) calendar days <br />written notice to the other party. Written notice shall be given personally or sent through the U.S. <br />Mail, first class, certified, return receipt requested. Written notice is effective five days after <br />mailing. <br />7. Assiggirtert <br />Vendor shall not assign or transfer any interest in this Agreement, whether by assignment <br />or novation, without the prior written consent of City; provided, however, that claims for money <br />due or to become due from City under this Agreement may be assigned to a bank, trust company <br />or other financial institution, or to a trustee in bankruptcy, without such approval. Notice of any <br />such assignment or transfer shall be promptly furnished to City. <br />Inasmuch as this Agreement is intended to secure the specialized services of the Vendor, <br />Vendor may not assign, transfer, delegate, or sublet any interest therein without the prior written <br />consent of the City and any such assignment, transfer, delegation or sublease without the City's <br />prior written consent shall be considered null and void. <br />Nothing in this Agreement shall be construed to limit the City's ability to have any of the <br />services which are the subject of this Agreement performed by City personnel or by other <br />Vendors retained by the City. <br />8. Conflict of Interest Clause <br />Vendor covenants that it presently has no interest and shall not have interests, direct or <br />indirect, which would conflict in any manner with the performance of the services specified <br />under this Agreement. <br />9. Certification of Nondiscrimination <br />By signing this Agreement, Vendor certifies that it does not discriminate in hiring or <br />treatment on the basis of race, color, creed, religion, sex, sexual orientation, age, marital status, <br />national origin, ancestry, physical handicap or medical condition. <br />2 of 3 <br />