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<br />Contractor shall be liable for and indemnify City for all liabilities, claims, losses, damages and
<br />expenses, including without limitation, reasonable attorney's fees, arising from Contractor's
<br />actions.
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<br />13.
<br />
<br />INDEPENDENT CONTRACTOR
<br />
<br />Contractor shall, during the entire term of this Agreement, be construed to be an
<br />independent Contractor and not an employee of the City. 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 City to exercise discretion or control over the professional manner in which
<br />Contractor performs the services which are the subject matter of this Agreement; however, the
<br />services to be provided by Contractor shall be provided in a manner consistent with all applicable
<br />standards and regulations governing such services. Contractor 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.
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<br />14.
<br />
<br />INDEMNIFICATION
<br />
<br />Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, Contractors, special counsel, and representatives from liability: (I) for personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims
<br />for personal injury, including health, and claims for property damage, which may arise from the
<br />direct or indirect operations of the Contractor or its Contractors, subContractors, agents,
<br />employees, or other persons acting on their behalf which relates to the services described in
<br />section I of this Agreement; and (2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
<br />arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
<br />for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
<br />have been suffered, by reason of the events referred to in this Section or by reason of the terms
<br />of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold
<br />harmless, and pay all costs for the defense of the City, including fees and costs for special
<br />counsel to be selected by the City, regarding any action by a third party challenging the validity
<br />of this Agreement, or asserting that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief due to personal or property rights arises by reason of the terms of, or
<br />effects arising from this Agreement. City may make all reasonable decisions with respect to its
<br />representation in any legal proceeding.
<br />
<br />15.
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<br />CONFIDENTIALITY
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<br />If Contractor receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, Contractor agrees that
<br />it shall not use or disclose such information except in the performance ofthis Agreement, and
<br />further agrees to exercise the same degree of care it uses to protect its own information of like
<br />importance, but in no event less than reasonable care. "Confidential Information" shall include
<br />all nonpublic information. Confidential information includes not only written information, but
<br />also information transferred orally, visually, electronically, or by other means. Confidential
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