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<br /> .. <br />compensation due and owing. Notwithstanding the above, it is the <br />intention of CITY/DISTRICT to make payments to Project Manager by a <br />single draft or check. <br />3. ASsi9'nability. <br /> None of the parties hereto may assign or otherwise transfer <br />their respective rights or obligations under this Agreement without <br />the prior written consent of the other parties hereto. <br />4. status As Independent Contractor. <br /> In the performance of the services hereunder, Project <br />Manager shall be deemed, and is, an independent contractor, and shall <br />not be deemed an employee of CITY or DISTRICT. Notwithstanding the <br />Project Manager's status as an independent contractor, Project <br />Manager shall be authorized to act as a special agent for <br />CITY/DISTRICT, but only to the extent necessary to carry out the <br />services set forth in Exhibit A of the Agreement. The Project <br />Manager and CITY/DISTRICT shall perform as stated in the Agreement <br />and the Project Manager and CITY/DISTRICT accept the relationship of <br />trust and confidence between them, which is established herein. <br />Project Manager shall be solely responsible and hold CITY/DISTRICT <br />harmless for all matters relating to the payment of Project manager's <br />employees, including compliance with Social Security, worker's <br />Compensation laws, tax withholding, and all regulations governing <br />such matters. <br />5. Termination. <br /> (a) Project Manager may terminate this Agreement, without <br />cause, by giving at least thirty (30) days written notice thereof to <br />CITY and DISTRICT. The effective date of such termination shall be <br />stated in the notice. Unless otherwise directed by CITY/DISTRICT, <br /> -5- <br /> _...... "r'''' <br />