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<br />City, shall, within 30 days of receipt ofa bill for services rendered, pay Attorneys' fees <br />and costs, as identified in this AGREEMENT, subject to the City's accounting <br />procedures. <br /> <br />3. TERM <br /> <br />This Agreement shall commence on the date first written above, and shall <br />continue until otherwise terminated pursuant to section 12 of this agreement. <br /> <br />4. INDEPENDENT CONTRACTOR <br /> <br />Attorneys shall, during the entire term of this Agreement, be construed to be <br />independent contractors and not employees of the City. This Agreement is not intended <br />nor shall it be construed to create an employer-employee relationship, a joint venture <br />relationship, or to allow the City to exercise discretion or control over the professional <br />manner in which Attorneys performs the services which are the subject matter of this <br />Agreement; however, the services to be provided by Attorneys shall be provide in a <br />manner consistent with all applicable standards and regulations governing such services. <br />Attorneys shall pay all salaries and wages, employer's social security taxes, <br />unemployment insurance and similar taxes relating to employees and shall be responsible <br />for all applicable withholding taxes. <br /> <br />5. INSURANCE <br /> <br />Prior to undertaking performance of work under this Agreement, Attorneys shall <br />provide proof to the City Attorney of Professional Liability (errors and omissions) <br />insurance, with a combined single limit of not less than $1,000,000,000 per claim, and <br />maintain such insurance throughout the Term. <br /> <br />If Attorneys fails or refuses to produce and maintain the insurance required by <br />this section or fails or refuses to furnish the City with required proof that insurance has <br />been procured and is in force and paid for, the City shall have the right, at the City's <br />election, to forthwith terminate this Agreement. Such termination shall not affect <br />Attorneys' right to be paid for its time and materials expended prior to notification of <br />termination. Attorneys waive the right to receive compensation and agree to indemnify <br />the City for any work performed prior to approval of insurance by the City. <br /> <br />6. CONFIDENTIALITY <br /> <br />If Attorneys receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Attorneys <br />agree 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 <br />own information of like importance, but in no event less than reasonable care. <br />"Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, <br />visually, electronically, or by other means. Confidential information disclosed to either <br /> <br />2 <br />