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6. Termination. This Agreement may be terminated by either party with or without cause <br /> by seven (7) days' written notice delivered to the other party at the address written above. <br /> Upon termination under this provision if there is no fault of Gillespie, Gillespie shall be <br /> paid for services rendered and reimbursable expenses until the effective date of <br /> termination. If Gillespie has been paid the full amount of compensation contemplated in <br /> paragraph 3, Gillespie shall return all payments made by the City on a prorated basis for <br /> the term of the contract which shall be measured on an annual basis. <br /> 7. Independent Contractor. At all times and for all purposes herein, Gillespie is an <br /> independent contractor and not an employee of the City. No statement herein shall be <br /> construed so as to find Gillespie an employee of the City. <br /> 8. Non-Discrimination. During the performance of this contract, Gillespie shall not <br /> discriminate against any employee or applicants for employment because of race, color, <br /> creed, religion, national origin, sex, marital status, status with regard to public assistance, <br /> disability, or age. Gillespie shall post in places available to employees and applicants for <br /> employment, notices setting forth the provisions of this non-discrimination clause and <br /> stating that all qualified applicants will receive consideration for employment. Gillespie <br /> shall incorparate the foregoing requirements of this section in all of its subcontracts for <br /> program work, and will require all of its subcontractors for such work to incorporate such <br /> requirements in all subcontracts for program work. <br /> 9. Assi�nment. Neither party shall assign this Agreement, nor any interest arising herein, <br /> without the written consent of the other party. <br /> 10. Services Not Provided For. No claim for services furnished by Gillespie not <br /> specifically provided for herein shall be honored by the City. <br /> 11. Severability. The provisions of this Agreement are severable. If any portion hereof is, <br /> for any reason, held by a court of competent jurisdiction to be contrary to law, such <br /> decision shall not affect the remaining provisions of the Agreement. <br /> 12. Entire A�reement. The entire agreement of the parties is contained herein. This <br /> Agreement supersedes all oral agreements and negotiations between the parties relating <br /> to the subject matter hereof as well as any previous agreements presently in effect <br /> between the parties relating to the subject matter hereo£ Any alterations, amendments, <br /> deletions, or waivers of the provisions of this Agreement shall be valid only when <br /> expressed in writing and duly signed by the parties, unless otherwise provided herein. <br /> 13. Compliance with Laws and Re�ulations. In providing services hereunder, Gillespie <br /> shall abide by all statutes, ordinances, rules, and regulations, including to the extent it is <br /> applicable the Minnesota Government Data Practices Act, pertaining to the provisions of <br /> services to be provided. Any violation shall constitute a material breach of this <br /> Agreement and entitle the City to immediately terminate this Agreement. <br /> 14. Waiver. Any waiver by either party of a breach of any provisions of this Agreement <br /> shall not affect, in any respect, the validity of the remainder of this Agreement. <br /> 2 <br /> 141601 <br />