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independent contractor and not an employee of the CITY. This Agreement is not intended nor shall
<br />it be construed to create an employer - employee relationship, a joint venture relationship, or to allow
<br />the CITY to exercise discretion or control over the professional manner in which SAPPHIRE
<br />performs the services which are the subject matter of this Agreement; however, the services to be
<br />provided by SAPPHIRE shall be provided in a manner consistent with all applicable standards and
<br />regulations governing such services. SAPPHIRE shall pay all salaries and wages, employer's social
<br />security taxes, unemployment insurance and similar taxes relating to employees and shall be
<br />responsible for all applicable withholding taxes.
<br />Is. CITY will provide materials, work space and computer time to SAPPHIRE'S
<br />Contractor pursuant to all services performed for CITY.
<br />C. It is expressly agreed between CITY and SAPPHIRE that CITY, during the term of
<br />this agreement, and for one (1) year thereafter, will neither solicit, employ, nor contract, directly or
<br />through another agent, any Contractor of SAPPHIRE working under this agreement. In addition,
<br />CITY will not induce or be a party to any violation of the Contractor's non - compete agreement with
<br />SAPPHIRE.
<br />d If CITY wishes to permanently hire a SAPPHIRE employee for a full -time,
<br />benefited, salaried, company position, CITY may do so and no fee will be charged, if and when six
<br />consecutive months of employment have been completed by the Contractor through SAPPHIRE for
<br />CITY. If CITY wishes to employ a SAPPHIRE Contractor as a full time, benefited, salaried
<br />employee prior to six months of contract employment, they may do so by paying a 20% fee of the
<br />employee's first -year, annualized salary to SAPPHIRE.
<br />5. CONFIDENTIALITY
<br />If SAPPHIRE receives from the CITY information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, SAPPHIRE agrees that
<br />it shall not use or disclose such information except In the performance of this Agreement, and
<br />further agrees to exercise the same degree of care it uses to protect its own information of like
<br />importance, but in no event less than reasonable care. "Confidential Information' shall include all
<br />nonpublic information. Confidential information includes not only written information, but also
<br />information transferred orally, visually, electronically, or by other means. Confidential information
<br />disclosed to either party by any subsidiary and/or agent of the other party is covered by this
<br />Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any
<br />information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
<br />Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant
<br />without an obligation of confidentiality; (d) Is required to be disclosed by operation of law; or (e) is
<br />independently developed by the Consultant without reference to information disclosed by the CITY.
<br />6. INSURANCE
<br />Prior to undertaking performance of work under this Agreement, SAPPHIRE shall maintain
<br />and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
<br />a. Commercial General Liability Insurance. SAPPHIRE shall maintain commercial general
<br />liability insurance naming the City, its officers, employees, agents, volunteers and representatives
<br />as additional insured(s) and shall include, but not be limited to protection against claims arising
<br />from bodily and personal injury, including death resulting there from and damage to property,
<br />resulting from any act or occurrence arising out of SAPPHIRE's operations in the performance of
<br />this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance
<br />shall be not less than the following: single limit coverage applying to bodily and personal injury,
<br />including death resulting there from, and property damage, in the total amount of $1,000,000 per
<br />occurrence. SAPPHIRE shall supply City with a fully executed additional insured endorsement in
<br />substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be
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