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EXHIBIT 2 <br />k� Y al;7u 1 <br />This Agreement shall commence on the date first written above and terminate on <br />September 30, 2020, unless terminated earlier in accordance with Section 12, below. This <br />Agreement shall also cover any and all services provided by the Consultant to the Authority <br />since October 1, 2019, until the Effective Date. The Authority shall also have the discretion to <br />exercise two (2) one-year extensions upon a writing executed by the Authority Executive <br />Director and Authority General Counsel. Thereafter, the term of this Agreement may be further <br />extended upon a writing executed by the Authority Executive Director and Authority General <br />Counsel. <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 <br />nor shall it be construed to create an employer -employee relationship, a joint venture <br />relationship, or to allow the Authority to exercise discretion or control over the professional <br />manner in which Consultant performs the services which are the subject matter of this <br />Agreement; however, the services to be provided by Consultant shall be provided in a manner <br />consistent with all applicable standards and regulations governing such services. Consultant shall <br />pay all salaries and wages, employer's social security taxes, unemployment insurance and similar <br />taxes relating to employees and shall be responsible for all applicable withholding taxes. <br />5. INSURANCE - RESERVED <br />Due to the nature of the services provided hereunder, insurance is not required. <br />6. INDEMNIFICATION <br />Each party agrees to and shall indemnify and hold harmless the other party, its officers, <br />agents, employees, consultants, special counsel, and representatives from liability for damages, <br />just compensation, restitution, judicial or equitable relief arising out of third party claims for <br />personal bodily injury, including health, and claims for tangible property damage, which may <br />arise from the direct or indirect operations of the indemnifying party or its contractors, <br />subcontractors, agents, employees, or other persons acting on their behalf. This indemnity and <br />hold harmless agreement applies to all third party claims for damages, just compensation, <br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the <br />events referred to in this Section or by reason of the terms of, or effects, arising from this <br />Agreement. <br />7. CONFIDENTIALITY <br />If Consultant receives from the Authority information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Consultant agrees <br />that it shall not use or disclose such information except in the performance of this Agreement, <br />and further agrees to exercise the same degree of care it uses to protect its own information of <br />like importance, but in no event less than reasonable care. "Confidential Information' shall <br />7 <br />5-26 <br />