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annual invoice provided by TAN, and the execution of a written Amendment executed by the Executive Director of the Parks, Recreation and Community Services Agency and the City Attorney. 4. INDEPENDENT CONTRACTOR TAN shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which TAN performs the services which are the subject matter of this Agreement; however, the services to be provided by TAN shall be provided in a manner consistent with all applicable standards and regulations governing such services. TAN shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. EXCLUSIVITY AND AMENDMENT This Agreement (including the Software License Agreement #A- 2005 -054, dated March 21, 2005) represents the complete and exclusive statement between the City and TAN with respect to support and maintenance of the software licensed by TAN. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of TAN. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate TAN nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 6. ASSIGNMENT Any rights of assignment or transfer of this Agreement shall be as provided in the Software License Agreement #A- 2005 -054, dated March 21, 2005; provided, however, that TAN may assign its rights, but not delegate its obligations under this Agreement as part of any secured investment or credit facility and may otherwise assign this Agreement pursuant to a merger or acquisition involving the sale of substantially all of TAN's assets or more than fifty percent (50 %) of its voting shares to a third party, provided: (a) the City is promptly notified of such merger or acquisition following its completion; and (b) the surviving entity of such merger or acquisition is willing and able to assume all obligations of TAN under this Agreement. 7. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further