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compensation for all services performed by Vendor prior to receipt of such notice of termination, <br />subject to the following conditions: <br />a. As a condition of such payment, the City Manager, or his /her designee, may require <br />Vendor to deliver to the City all work product completed as of such date, and in such case such work <br />product shall be the property ofthe City unless prohibited by law, and Vendor consents to the City's <br />use thereof for such purposes as the City deems appropriate. <br />b. Payment need not be made for work, which fails to meet the standard of performance <br />specified in this Agreement or any ofthe attachments hereto. <br />9. Independent Contractor <br />Vendor shall, during the entire term of this Agreement, be construed to be an independent <br />contractor and not an employee ofthe City. This Agreement is not intended nor shall it be <br />construed to create an employer - employee relationship, a joint venture relationship, or to allow <br />the City to exercise discretion or control over the professional manner in which Vendor performs <br />the services which are the subject matter of this Agreement; however, the services to be provided <br />by Vendor shall be provided in a manner consistent with all applicable standards and regulations <br />governing such services. Vendor shall pay all salaries and wages, employer's social security taxes, <br />unemployment insurance and similar taxes relating to employees and shall be responsible for all <br />applicable withholding taxes. <br />10. Notice <br />Any notice, tender, demand, delivery, or other communication pursuant to this <br />Agreement shall be in writing and shall be deemed to be properly given if delivered in person or <br />mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other <br />telegraphic communication in the manner provided in this Section, to the following persons: <br />To City: Clerk ofthe City Council <br />City of Santa Ana <br />20 Civic Center Plaza (M -30) <br />P.O. Box 1988 <br />Santa Ana, CA 92702 -1988 <br />telefacsimile (714) 647 -6956 <br />With courtesy copies to: <br />Finance and Management Services Agency <br />Telecommunications Coordinator <br />City of Santa Ana <br />20 Civic Center Plaza (M -77) <br />P.O. Box 1988 <br />Santa Ana, CA 92702-1988 <br />telefacsimile (714) 647 -6722 <br />and <br />City Attorney <br />City of Santa Ana <br />20 Civic Center Plaza (M -29) <br />P.O. Box 1988 <br />Santa Ana, CA 92702 -1988 <br />telefacsimile (714) 647 -6515 <br />