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4. INDEPENDENT CONTRACTOR <br /> Vendor shall, during the entire term of this Agreement, be construed to be an independent <br /> contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to <br /> create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise <br /> discretion or control over the professional manner in which Vendor performs the services which are the <br /> subject matter of this Agreement; however, the services to be provided by Vendor shall be provided in a <br /> manner consistent with all applicable standards and regulations governing such services. Vendor shall pay <br /> all salaries and 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 /> 5. INSURANCE <br /> Prior to undertaking performance of work under this Agreement, Vendor shall maintain and shall <br /> require its subcontractors, if any, to obtain and maintain insurance as described below: <br /> a. Due to the nature of services provided, Commercial General Liability Insurance is riot required <br /> b. Worker's Compensation Insurance. h1 accordance with the provisions of Section 3300 of the <br /> Labor Code, Vendor, if Vendor has any employees, is required to be insured against liability for worker's <br /> compensation or to undertake self-insurance. Frior to commencing the performance of the work under <br /> this Agreement, Vendor agrees to obtain and maintain any employer's liability insurance with limits not <br /> less than $1,000,000 per accident. <br /> 6. CONFIDENTIALTI'Y <br /> If Vendor receives from the City information which due to the nature of such information is <br /> reasonably understood to be confidential and/or proprietary, Vendor agrees that it shall not use or disclose <br /> such information except in the performance of this Agreement, and further agrees to exercise the same <br /> degree of care it uses to protect its own information of like importance, but in no event less than <br /> reasonable care. "Confidential Information" shall include all nonpublic information. Confidential <br /> information includes not only written information, but also information transferred orally, visually, <br /> electronically, or by other means. Information in documentary or other tangible form will be clearly and <br /> conspicuously marked as "Confidential". Verbal disclosures shall be identified as confidential within <br /> thirty (30) days of the initial disclosure. Confidential information disclosed to either party by any <br /> subsidiary and/or agent ofthe other party is covered by this Agreement. The foregoing obligations of <br /> non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly <br /> available sources; (b) is, through no fault of the Vendor disclosed in a publicly available source; (c) is in <br /> rightful possession of the Vendor without an obligation of confidentiality; (d) is required to be disclosed <br /> by operation of law; or (e) is independently developed by the Vendor without reference to information <br /> disclosed by the City. <br /> 7. NOTICE <br /> Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall <br /> be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or <br /> certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner <br /> <br /> provided in this Section, to the following persons: <br /> To City: Clerk of the City Council <br /> City of Santa Ana <br /> 20 Civic Center Plaza (M-30) <br /> P.O. Box 1988 <br /> Santa Ana, CA 92702-1988 <br /> 2 <br /> 25F-4 <br /> <br />