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3. Compensation <br />The City will pay to Vendor total compensation for all services under this Agreement <br />which shall not exceed $55,000 during the period of this Agreement. <br />Payment by City shall be made within thirty (30) days following receipt of proper invoice <br />evidencing work performed, subject to City accounting procedures. Payment need not be made <br />for work that fails to meet the standards of performance set forth in the Recitals which may <br />reasonably be expected by City. <br />4. Insurance <br />Insurance is not required due to the services being provided, Vendor will never enter City <br />property; all services are provided off-site and/or via telephone lines/cables. <br />5. Independent Contractor <br />Vendor agrees that Vendor is an independent contractor and not an employee of the City <br />and 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 />6. 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. Assignment <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 />Vendor's 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 />2of3 <br />