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10.3. Contractor does not have the authority to act for the City, or to bind the City in any respect <br /> whatsoever, or to incur any debts or liabilities in the name of or on behalf of the City. <br /> 10.4. Contractor has and retains control of and supervision over the performance of Contractor's <br /> obligations hereunder and control over any persons employed by Contractor for performing <br /> the Services hereunder. <br /> 10.5. The City will not provide training or instruction to Contractor or any of its employees <br /> regarding the performance of the Services hereunder. <br /> 10.6. Neither the Contractor nor any of its officers or employees will receive benefits of any type <br /> from the City. <br /> 10.7. Contractor represents that it is engaged in providing similar services to other clients and/or <br /> the general public and is not required to work exclusively for the City. <br /> 10.8. All Services are to be performed solely at the risk of Contractor and Contractor shall take all <br /> precautions necessary for the proper and sole performance thereof. <br /> 10.9. Contractor will not combine its business operations in any way with the City's business <br /> operations and each party shall maintain their operations as separate and distinct. <br /> 11.0 ASSIGNMENT <br /> Contractor shall not assign or delegate this Agreement or any portion thereof, or any monies due to <br /> or become due hereunder without the City's prior written consent. <br /> 12.0 DEFAULT <br /> Each and every term and condition hereof shall be deemed to be a material element of this <br /> Agreement. In the event either party should fail or refuse to perform according to the terms of this <br /> Agreement, such party may be declared in default. <br /> 13.0 TERMINATION <br /> 13.1 This Agreement may be terminated by either party for material breach or default of this <br /> Agreement by the other party not caused by any action or omission of the other party by <br /> giving the other party written notice at least thirty (30) days in advance of the termination <br /> date. Termination pursuant to this subsection shall not prevent either party from exercising <br /> any other legal remedies which may be available to it. <br /> 5 <br />