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EXHIBIT 1
<br />3. TERIM
<br />This Agreement shall commence on the date first Written above and terminate on September 30,
<br />2016, unless terminated earlier in accordance with Section 12, below,
<br />4. INDEPENDENT CONTRACTOR
<br />Coigultant shall, during the Entire term of this Agreement, be coastmed to be an independent
<br />contractor and not an employee of the Authority. This Agreement is not intended nor shall it he construed
<br />to create an employer-employee relationship, a joint venture relationship, or to allow the Authority to
<br />exercise. discretion or control over the professional manner in Web Consultant performs the services
<br />which are the subject matter of this Agreement; however, the services to be provided by Consultant shall
<br />be provided in a manner consistent with all applicable standards and regulations governing such services.
<br />Consultant shall pay all salaries and wages, employer's social security taxes, unemployment Insurance and
<br />similar taxes relating to employees and shall be responsible for all applicable wittiholding taxes.
<br />S. INSURANCE, -. RESERVED
<br />Due to the nature of the services provided herounder, insurance is not required.
<br />6. 1NMUMCATION
<br />Each party agrees to and shall iudownify and hold llarir►less the other party, its officers, agents,
<br />employees, consultants, special Counsel, and representatives horn liability, (1) , for damages, just
<br />compensation, restitution, judicial or equitable relief arising out of third party claims for personal bodily
<br />ii1-wy, including health, and claims for tangible proporty damage, which may arise fTom the dircot or
<br />indirect operations of the indemnifying party or its contractors, subcontractors, agents, employees, or
<br />other persons acting on their behalf; and (2) %•om any third party claim that damages, just cornponsation,
<br />restitution, judicial, or equitable relief is due by reason of the terms of or effects arising from this
<br />Agr omont, This indemnity and hold harmless agreement applies to all third porty claims for damages,
<br />just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by
<br />reason of the events referred to in this Section or by reason of the terms of, or cffacts, arising from this
<br />Agreement.
<br />7. CONi+'IT ENTULITY
<br />If Consultant receives from the Authority information wl ich due to the nature of such
<br />information is reasonably understood to be, confidential and/or proprietary, Consultar4 agrees that it shall
<br />not use or disclose such information except in the performance of thla Agreement, and further agrees to
<br />exercise the sarne dvgree of care it uses to protect its own hiforrmtion of like importance, but in no event
<br />less than reasonable care. "Confidential Information" shill include all nonpublic Welimt7on.
<br />Confidential information includes not only written information, but also id- orrnatiou transferred orally,
<br />visually, electronically, or by other means. Confidential information disclosed to either party by any
<br />subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of
<br />icon -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly
<br />available sources; (b) is, though no fault of tide Consultant disclosed irr a publiely available source; (c) is
<br />in rightful possession of the ConsuItarit without an obligation of e onb.dontiality; (d) is required to be
<br />disclosed by operation of law; or (e) is independently developed by the Consilltant without reference to
<br />information discloser) by the Authority.
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