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3. TERM <br />This Agreement shall commence on the date first written above and continue indefinitely unless <br />terminated earlier in accordance with Section 11, below. <br />4. INDEPENDENT CONTRACTOR <br />City and OCFA agree that, during the entire term of this Agreement, that each entity and their <br />respective employees, agents, or volunteers shall be construed to be an independent contractor <br />and not an employee of the other entity. This Agreement is not intended nor shall it be construed <br />to create an employer - employee relationship, a joint venture relationship, or to allow the City <br />and/or OCFA to exercise discretion or control over the professional manner in which either entity <br />performs their respective services which are the subject matter of this Agreement; however, the <br />services to be provided by each entity under this Agreement shall be provided in a manner <br />consistent with all applicable standards and regulations governing such services. Each entity shall <br />pay all salaries and wages, benefits, employer's social security taxes, unemployment insurance and <br />similar taxes relating to its respective employees and shall be responsible for all applicable <br />withholding taxes for its employees. Nothing herein shall be construed to alter or limit the <br />applicability, terms or conditions of any existing written agreements between the parties, including, <br />without limitation, the Amended Joint Powers Agreement. <br />5. INSURANCE <br />Each party represents that it is self - insured for up to at least one (1) million dollars for general <br />liability (including property damage and bodily injury) as well as worker's compensation claims. <br />Each party agrees to provide the other with a letter setting forth their respective self - insured <br />retention and any additional excess insurance coverage prior to the start of services under this <br />Agreement. <br />6. CONFIDENTIALITY <br />If OCFA and/or City receives from each other information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, the entities agrees that <br />they shall not use or disclose such information except in the performance of this Agreement, and <br />farther agrees to exercise the same degree of care it uses to protect their respective information of <br />like importance, but in no event less than reasonable care. "Confidential Information" shall <br />include all nonpublic information. Confidential information includes not only written <br />information, but also information transferred orally, visually, electronically, or by other means. <br />Confidential information disclosed to either party by any subsidiary and /or agent of the other <br />party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure <br />shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, <br />through no fault of the disclosing party disclosed in a publicly available source; (c) is in rightful <br />possession of the disclosing party without an obligation of confidentiality; (d) is required to be <br />disclosed by operation of law; or (e) is independently developed by the disclosing party without <br />reference to information disclosed by the other party; (f) is a non - exempt public record under the <br />California Public Records Act; of (g) has been disclosed with the consent of the other party or the <br />other party's officer or employee. <br />949563.E <br />