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<br />Agreement may be extended upon a writing executed by the Deputy City Manager for <br />Development Services and the City Attorney. <br /> <br />4. 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. 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 of this 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 />5. INSURANCE <br /> <br />In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if <br />Consultant has any employees, is required to be insured against liability for worker's <br />compensation or to undertake self-insurance. Prior to commencing the performance of the work <br />under this Agreement, Consultant agrees to obtain and maintain any required employer's liability <br />insurance with limits not less than $1,000,000 per accident. Consultant shall maintain Workers <br />Compensation insurance in full force and effect for the entire period covered by this Agreement. <br />Certificates of insurance shall be furnished to the City upon execution of this Agreement and <br />shall be approved in form by the City Counsel. <br /> <br />6. INDEMNIFICATION <br /> <br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, <br />employees, consultants, special counsel, and representatives from liability for personal injury, <br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for <br />personal injury, including health, and claims for property damage, which may arise from the <br />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 I of this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay <br />all costs for the defense of the City, including fees and costs for special counsel to be selected by <br />the City, regarding any action by a third party asserting that personal injury, damages, just <br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by <br />reason of the terms of, or effects arising from this Agreement. City may make all reasonable <br />decisions with respect to its representation in any legal proceeding. <br /> <br />7. CONFIDENTIALITY <br /> <br />If Consultant receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Consultant agrees <br />that it shall not use or disclose such information except in the performance of this Agreement, <br /> <br />2 <br />