Laserfiche WebLink
<br />3. <br /> <br />TERM <br /> <br />This Agreement shall commence on the date first written above and terminate on June 30, <br />2005, unless terminated earlier in accordance with Section 12, below. The term of this <br />Agreement may be extended upon a writing executed by the Executive Director ofthe <br />Community Development Agency and the City Attorney. <br /> <br />4. <br /> <br />INDEPENDENT CONTRACTOR <br /> <br />Consultant shall, during the entire term of this Agreement, be construed to be an <br />independent contractor and not an employee of the City or Agency. This Agreement is not <br />intended nor shall it be construed to create an employer-employee relationship, a joint venture <br />relationship, or to allow the City or Agency to exercise discretion or control over the professional <br />manner in which Consultant performs the services which are the subject matter of this <br />Agreement; however, the services to be provided by Consultant shall be provided in a manner <br />consistent with all applicable standards and regulations governing such services. Consultant shall <br />pay all salaries and wages, employer's social security taxes, unemployment insurance and similar <br />taxes relating to employees and shall be responsible for all applicable withholding taxes. <br /> <br />5. <br /> <br />INDEMNIFICATION <br /> <br />Consultant agrees to and shall indemnify and hold harmless the City, the Agency, their <br />officers, agents, employees, consultants, special counsel, and representatives from liability for <br />personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of <br />claims for personal injury, including health, and claims for property damage, which may arise <br />from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, <br />employees, or other persons acting on their behalf which relates to the services described in <br />section 1 of this Agreement. <br /> <br />6. <br /> <br />CONFIDENTIALITY <br /> <br />If Consultant receives from the City or Agency information which due to the nature of <br />such information is reasonably understood to be confidential and/or proprietary, Consultant <br />agrees that it shall not use or disclose such information except in the performance of this <br />Agreement, and further agrees to exercise the same degree of care it uses to protect its own <br />information of like importance, but in no event less than reasonable care. "Confidential <br />Information" shall include all nonpublic information. Confidential information includes not only <br />written information, but also information transferred orally, visually, electronically, or by other <br />means. Confidential information disclosed to either party by any subsidiary and/or agent of the <br />other party is covered by this Agreement. The foregoing obligations of non-use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available <br />sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is <br />in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to <br />be disclosed by operation of law; or (e) is independently developed by the Consultant without <br />reference to information disclosed by the City or Agency. <br /> <br />2 <br />