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<br />8 <br /> <br />8 <br /> <br />and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; <br />(b) is, through no fault of the Vendor disclosed in a publicly available source; (c) is in rightful <br />possession of the Vendor without an obligation of confidentiality; (d) is required to be disclosed by <br />operation of law; or (e) is independently developed by the Vendor without reference to information <br />disclosed by the City. <br /> <br />7. <br /> <br />Discrimination <br /> <br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual <br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in <br />the recruitment, selection, training, utilization, promotion, termination or other employment related <br />activities. Consultant affirms that it is an equal opportunity employer and shall comply with all <br />applicable federal, state and local laws and regulations. <br /> <br />8. <br /> <br />Termination of Agreement <br /> <br />This Agreement may be terminated by the City upon thirty- (30) days written notice of <br />termination. In such event, Vendor shall be entitled to receive and the City shall pay Vendor compensation <br />for all services performed by Vendor prior to receipt of such notice of termination, subject to the following <br />conditions: <br />a. As a condition of such payment, the City Manager, or his/her designee, may require Vendor to <br />deliver to the City all work product completed as of such date, and in such case such work product shall be <br />the property ofthe City unless prohibited by law, and Vendor consents to the City's use thereof for such <br />purposes as the City deems appropriate. <br /> <br />b. Payment need not be made for work, which fails to meet the standard of performance specified <br />in this Agreement or any of the attachments hereto. <br /> <br />9. <br /> <br />Independent Contractor <br /> <br />Vendor shall, during the entire term of this Agreement, be construed to be an independent <br />contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to <br />create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise <br />discretion or control over the professional manner in which Vendor performs the services which are the <br />subject matter ofthis Agreement; however, the services to be provided by Vendor shall be provided in a <br />manner consistent with all applicable standards and regulations governing such services. Vendor shall <br />pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes <br />relating to employees and shall be responsible for all applicable withholding taxes. <br /> <br />10. <br /> <br />Notice <br /> <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall <br />be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or <br />certified mail, postage prepaid, or sent by te1efacsimile or other telegraphic communication in the <br />manner provided in this Section, to the following persons: <br /> <br />If sent by Vendor to the City: <br /> <br />Page 4 of 6 <br />