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the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under
<br />this Agreement.
<br />8.4 If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be
<br />entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including
<br />hours, wages, working conditions, discipline, hiring and discharging or any other term of employment or requirements of
<br />law shall be determined by the Contractor.
<br />8.5 It is understood and agreed that as an independent Contractor and not an employee of the City, the
<br />Contractor and the Contractor's officers, employees, agents, representatives or subcontractors do not have any
<br />entitlement as a City employee, and do not have the right to act on behalf of the City in any capacity whatsoever as an
<br />agent, or to bind the City to any obligation whatsoever.
<br />8.6 It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law
<br />for income and employment tax purposes for all of Contractor's assigned personnel under the terms and conditions of
<br />this Agreement.
<br />9. Records and Audit.
<br />9.1 Contractor shall prepare and maintain all writings, documents and records prepared or compiled in
<br />connection with the performance of this Agreement for a minimum of three (3) years from the termination or
<br />completion of this Agreement. This includes any handwriting, typewriting, printing, photostatic, photographing and
<br />every other means of recording upon any tangible thing, any form of communication or representation including letters,
<br />words, pictures, sounds or symbols or any combination thereof.
<br />9.2 Any authorized representative of City shall have access to any writings as defined above for the
<br />purposes of making audit, evaluation, examination, excerpts and transcripts during the period such records are to be
<br />maintained by Contractor. Further, City has the right at all reasonable times to audit, inspect or otherwise evaluate
<br />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
<br />course of furnishing services under this Agreement and to not disclose or reveal such information for any purpose not
<br />directly connected with the matter for which services are provided.
<br />11. Nondiscrimination. During the performance of this Agreement, Contractor and its officers,
<br />employees, agents, representatives or subcontractors shall not unlawfully discriminate in violation of
<br />any federal, state or local law, rule or regulation against any employee, applicant for employment or
<br />person receiving services under this Agreement because of race, religion, color, national origin,
<br />ancestry, physical or mental disability, medical condition (including genetic characteristics), marital
<br />status, age, political affiliation, sex, or sexual orientation. Contractor and its officers, employees,
<br />agents, representatives or subcontractors shall comply with all applicable Federal, State and local laws
<br />and regulations related to policy, the Fair Employment and Housing Act (Government Code sections
<br />12900 et seq.); California Labor Code sections 1101, 1102 and 1102.1; the Federal Civil Rights Act of
<br />1964 (P.L. 88-352), as amended; and all applicable regulations promulgated in the California Code of
<br />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,
<br />knowledge, experience and training of Contractor and the Contractor's firm, associates and employees
<br />knowledge, experience and training of Contractor and the Contractor's firm, associates and employees as
<br />an inducement to enter into this Agreement. Contractor shall not assign or subcontract this Agreement
<br />without the express written consent of City. Further, Contractor shall not assign any monies due or to
<br />become due under this Agreement without the prior written consent of City.
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