NEIGHBORWORKS ORANGE COUNTY - 2017

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Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM The term of this Agreement shall commence on the date stated above and continue through September 30, 2017, unless earlier terminated as set forth in Section 14, below. The term of this Agreement may be extended by a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant 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 not 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 manner in which Consultant performs the services required by this Agreement. However, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant 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. OWNERSHIP OF REPORTS AND DOCUMENTS Upon completion of all work under this Agreement, ownership and title to all reports, documents, tracings, plans, specifications, estimates and maps prepared or obtahled under the terms of this Agreement shall be delivered to, and become the property of City. Basic survey notes and sketches, charts, computations, and other data prepared or obtained pursuant to this Agreement shall be made available upon request of the. City without restriction or limitation on their use. Consultant shall furnish the City all necessary copies of data needed to complete the review and approval process. G. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other mcans. Confidential information disclosed to either party by any subsidiary and/or agent of the other party Page 2 of 11