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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 lYlanager, 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 of the City unless prohibited by law, and Vendor consents to the City`s use thereof for such <br />purposes zs the City deems appropriate. <br />b. Payrnent need not be made for work, which fails to meet the standard of pert ormance specified in <br />this Agreement or any of the attachments hereto, <br />lndependent Contractor <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 intei.ded 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 of this 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 pay <br />all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to <br />employees and shall be responsible for all applicable withholding taxes. <br />~10. Notice <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 telefacsimile or other telegraphic communication in the manner <br />provided in this Section, to the following persons: <br />To City: Clerk of the 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 />Carl J. Marek <br />Telecommunications Coordinator <br />City of Santa Ana <br />Post Office Box 1988, M-77 <br />20 Civic Center Plaza, <br />Santa Ana, CA 92701 <br />t~ir}rek%ta{~..4an_ta.-ana :c;a.._t~,s <br />714-647-6957 Phone <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, California 92702 <br />telefacsimile (714) 647-6515 <br />Page 4 of 43 <br />