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EXHIBIT 1
<br />4. INDEPENDENT CONTRACTOR
<br />Consultant shall, during the entire term of this Agreement, be construed to be an
<br />independent contractor and not an employee of the Authority. This Agreement is not intended nor
<br />shall it be construed to create an employer -employee relationship, a joint venture relationship, or
<br />to allow the Authority to exercise discretion or control over the professional manner in which
<br />Consultant performs the services which are the subject matter of this Agreement; however, the
<br />services to be provided by Consultant shall be provided in a manner consistent with all applicable
<br />standards and regulations governing such services. Consultant shall pay all salaries and wages,
<br />employer's social security taxes, unemployment insurance and similar taxes relating to employees
<br />and shall be responsible for all applicable withholding taxes.
<br />5. OWNERSHIP OF MATERIALS
<br />This Agreement creates a non-exclusive and perpetual license for Authority to copy, use,
<br />modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
<br />embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
<br />authorship fixed in any tangible medium of expression, including but not limited to, physical
<br />drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
<br />caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant
<br />shall require all subcontractors to agree in writing that Authority is granted a non-exclusive and
<br />perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
<br />Consultant represents and warrants that Consultant has the legal right to license any and all
<br />Documents & Data. Consultant makes no such representation and warranty in regard to
<br />Documents & Data which were provided to Consultant by the Authority. Authority shall not be
<br />limited in any way in its use of the Documents and Data at any time, provided that any such use
<br />not within the purposes intended by this Agreement shall be at Authority's sole risk.
<br />6. INSURANCE
<br />Prior to undertaking performance of work under this Agreement, Consultant shall maintain
<br />and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
<br />a. Commercial General Liability Insurance. Consultant shall maintain commercial
<br />general liability insurance naming the Authority, its officers, employees, agents,
<br />volunteers and representatives as additional insured(s) and shall include, but not be
<br />limited to protection against claims arising from bodily and personal injury,
<br />including death resulting therefrom and damage to property, resulting from any act
<br />or occurrence arising out of Consultant's operations in the performance of this
<br />Agreement, including, without limitation, acts involving vehicles. The amounts of
<br />insurance shall be not less than the following: single limit coverage applying to
<br />bodily and personal injury, including death resulting therefrom, and property
<br />damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the
<br />aggregate. Such insurance shall (a) name the Authority, its officers, employees,
<br />agents, and representatives as additional insured(s); (b) be primary and not
<br />contributory with respect to insurance or self-insurance programs maintained by
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