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<br />4. INDEPRNDENT CONTRACTOR
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<br />Contractor shall, during the entire term of this Agreement, be construed to be an
<br />independent contractor and not an employee ofthe City. This Agreement is not intended nor
<br />shall it be constnlcd to create an employer-employee relationship, ajoint venture relationship, or
<br />to allow thc City to exercise discretion or control over the professional manner in which
<br />Contractor performs the services which arc the suhject matter ofthis Agreement; howcvcr, the
<br />services to be provided by Contractor shall he provided in a manner consistent with all
<br />applicable standards and regulations governing such services. Contractor shall pay all salaries and
<br />wages, employer's social security taxes, unemployment insurance and similar taxes relating to
<br />employees and shall he responsible for all applicable withholding taxes.
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<br />5. INSURANCE
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<br />Not required due to nature of Agreement.
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<br />6. INDEMNIFICATION
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<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 contractorti, 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 suCCered, 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 indcmnify, hold
<br />harmless, and pay all costs for the defense of the City, including fecs and costs for special
<br />counsel to be selected by the City, regarding any action by a third party asserting that personal
<br />injury, damages, just compensation, rcstitution, judicial or equitable relieC due to personal or
<br />property rights arises by reason of the terms of, or effects arising from this Agreement. City may
<br />make all reasonable decisions with respect to its representation in any legal procccding.
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<br />7. CONFIDRNTIALlTY
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<br />If Contractor receives from thc City information which due to the nature of such
<br />infonnation is reasonably understood to he confidential and/or proprietary, Contractor agrccs that
<br />it shall not use or disclose such information except in the performance of this Agrcement, and
<br />furthcr 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 infonnation. Confidential information includes not only written information, but
<br />also information transferred orally, visually, electronically, or by other means. Confidential
<br />information disclosed to either party by any subsidiary and/or agent ofthc other party is covered
<br />by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to
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