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<br />Agreement may be extended upon a writing executed by the Executive Director of Community <br />Development Agency and the City Attorney. <br /> <br />4. INDEPENDENT CONTRACTOR <br /> <br />Consultant shall, during the entire term ofthis Agreement, be construed to be an <br />independent contractor and not an employee of the City. This Agreement is not intended nor <br />shall it be construed to create an employer-employee relationship, a joint venture relationship, or <br />to allow the City to exercise discretion or control over the professional manner in which <br />Consultant performs the services which are the subject matter ofthis Agreement; however, the <br />services to be provided by Consultant shall be provided in a manner consistent with all <br />applicable standards and regulations governing such services. Consultant shall pay all salaries and <br />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 /> <br />S. CONFIDENTIALITY <br /> <br />If Consultant receives from the City or City receives from Consultant information which <br />due to the nature of such information is reasonably understood to be confidential and/or <br />proprietary, Consultant and City each agrees that it shall not use or disclose such information <br />except in the performance of this Agreement, and further agrees to exercise the same degree of <br />care it uses to protect its own information of like importance, but in no event less than reasonable <br />care. "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 party by <br />any subsidiary and/or agent ofthe other party is covered by this Agreement. The foregoing <br />obligations of non-use and nondisclosure shall not apply to any information that (a) has been <br />disclosed in publicly available sources; (b) is, through no fault of the Consultant or City <br />disclosed in a publicly available source; (c) is in rightful possession of the Consultant or City <br />without an obligation of confidentiality; (d) is required to be disclosed by operation oflaw; (e) is <br />independently developed by the Consultant or City without reference to information disclosed by <br />the other party; or (f) is required to be disclosed pursuant to law. <br /> <br />6. CONFLICT OF INTEREST CLAUSE <br /> <br />Consultant covenants that it presently has no interests and shall not have interests, direct <br />or indirect, which would conflict in any manner with performance of services specified under <br />this Agreement. <br /> <br />7. NOTICE <br /> <br />Any notice, tender, demand, delivery, or other communication pursuant to this <br />Agreement shall be in writing and shall be deemed to be properly given if delivered in person or <br />mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other <br />telegraphic communication in the manner provided in this Section, to the following persons: <br /> <br />2 <br />