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10.7. Consultant represents that it is engaged in providing similar services to other clients <br />and/or 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 Consultant and Consultant shall take <br />all precautions necessary for the proper and sole performance thereof. <br />10.9. Consultant 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 />10.10. Though the Services may include the Consultant's advice and recommendations, the <br />decision to hire or not to hire a particular candidate shall be the responsibility of the City. <br />11.0 ASSIGNMENT <br />Except as provided in section 22.0 hereof, Consultant shall not assign or delegate this Agreement <br />or any portion thereof, or any monies due or to become due hereunder without the City's prior <br />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 parry from exercising <br />any other legal remedies which may be available to it. <br />13.2 In addition to the foregoing, this Agreement may be terminated by the City for its <br />convenience and without cause of any nature by giving written notice at least fifteen (15) <br />days in advance of the termination date. In the event of such termination, the Consultant <br />will be paid for the reasonable value of the services rendered to the date of termination, not <br />to exceed a pro -rated daily rate, for the services rendered to the date of termination, and <br />upon such payment, all obligations of the City to the Consultant under this Agreement will <br />cease. Termination pursuant to this subsection shall not prevent either party from <br />exercising any other legal remedies which may be available to it. <br />14.0 INSPECTION AND AUDIT <br />The City and its duly authorized representatives shall have access to any books, documents, papers, <br />and records of the Consultant that are related to this Agreement for the purpose of making audits, <br />examinations, excerpts, and transcriptions. <br />0 <br />11 <br />