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8 7 As an independent Contractor. Contractor hereby indemnifies and holds City harmless from any and all claims that may be made against City based
<br />upon any contention by any third party that an employer-employee relationship exists by reason of the Agreement
<br />9. Records and audit.
<br />9.1 Contractor shall prepare and maintain all writings, documents and records prepared or compiled in connection with the performance of this
<br />Agreement for a minimum of three (3) years from the termination or completion of this Agreement. This includes any handwriting, typewriting, printing, photostatic,
<br />photographing and every other means of recording upon any tangible thing, any fort of communication or representation including letters, words, pictures, sounds or
<br />symbols or any combination thereof.
<br />9.2 Any authorized representative of City shall have access to any writings as defined above f'or the purposes of making audit, evaluation,
<br />examination, excerpts and transcripts during the period such records are to be maintained by Contractor. Further. City has the right at all reasonable times to
<br />audit, inspect or otherwise evaluate the work performed or being performed under this Agreement.
<br />10. Confidentiality. The Contractor agrees to keep confidential all information obtained or learned during the course of furnishing services under this
<br />Agreement and to ?vt disclose or reveal such information for any purpose not directly connected with t}me matter for which services are provided,
<br />11. Nondiscrimination. During the performance of this Agreement, Contractor and its officers, employees, agents, representatives
<br />or subcontractors shall not unlawfully discriminate in violation of any federal, state or local law, rule or regulation against any employee,
<br />applicant for employment or person receiving services under this Agreement because of race, religion, color, national origin, ancestry,
<br />physical or mental disability, medical condition (including genetic characteristics). marital status, age. political affiliation, sex, or sexual
<br />orientation. Contractor and its officers, employees, agents, representatives or subcontractors shall comply with all applicable Federal,
<br />State and local laws and regulations related to policy, the Fair Employment and Housing Act (Government Code sections 12900 et seq.);
<br />California Labor Code sections 1101, 1102 and 1102.1; the Federal Civil Rights Act of 1963 (PA- 88-352), as amended; and all
<br />applicable regulations promulgated in the California Code of Regulations or the Code of Federal Regulations.
<br />12. Assignment. This is an agreement for the services of Contractor. City has relied upon the skills, knowledge, experience and training
<br />of Contractor and the Contractor's firm, associates and employees knowledge, experience and training of Contractor and the Contractor's firm,
<br />associates and employees as an inducement to enter into this Agreement Contractor shall not assign or subcontract this Agreement without the
<br />express written consent of City. Further, Contractor shall not assign any monies due or to become due under this Agreement without the prior
<br />written consent of City.
<br />13. Waiver of Default. Waiver of any default by either party to this Agreement shall not be deemed to be waiver of any subsequent
<br />default. Waivcr or breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach, and shall not
<br />be construed to be a modification of the terms of this Agreement unless this Agreement is modified as provided below,
<br />14. Notice. Any notice, communication, amendment, addition or deletion to this Agreement, including change of address of either
<br />party during the term of' this Agreement, which Contractor or City shall be required or may desire to make shall be in writing and may
<br />be personally served or, alternatively, sent by prepaid first class mail to the respective parties as follows:
<br />1o City; To Contractor:
<br />15. Conflicts. Contractor agrees that it has no interest and shall not acquire any interest direct or indirect which would conflict in any
<br />manner or degree with the performance of the work and services under this Agreement.
<br />16. Severability. If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a
<br />court of competent jurisdiction or if it is found in contravention of any federal. state or county or city statute, ordinance or regulation the
<br />remaining provisions of this Agreement or the application thrreof shall not be invalidated thereby and shall remain in full force and effect to
<br />the extent that the provisions of this Agreement are severable.
<br />17, Amendment. This Agreement supersedes tiny and all other agreetents, either oral or in writing, between any of the parties herein
<br />with respect to the subject matter hereof and contains all the agreements bet"cen the parties with respect to such matter. Each parts
<br />acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any party, or anyone
<br />acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this
<br />Agreement shall be valid or binding.
<br />18. Entire agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between any of the parties herein with respect
<br />to the subject matter hereof and contains all the agreements between the parties with respect to such matter. Each party acknowledges that no representations,
<br />inducements. promises or agreements, oral or otherwise. have been made by any party, or anyone acting on behalf of any part), which are not embodied herein, and
<br />that no other agreement, statement or promise not contained in this Agreement shall be valid or binding.
<br />19. Advice of Attorney. Ea,:h party warrants and represents that in executing this Agreement, it has received independent legal
<br />advice frorn its attorneys or the opportunit} to seek such advice
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