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insurance by the City.
<br />5. INDEPENDENT CONTRACTOR
<br />Vendor shall, during the entire term of this Agreement, be construed to be an independent
<br />contractor and not an employee of the City. This Agreement is not intended nor shall it be
<br />construed to create an employer-employee relationship, a joint venture relationship, or to allow
<br />the City to exercise discretion or control over the professional manner in which Vendor performs
<br />the services which are the subject matter of this Agreement; however, the services to be provided
<br />by Vendor shall be provided in a manner consistent with all applicable standards and regulations
<br />governing such services. Vendor shall pay all salaries and wages, employer's social security taxes,
<br />unemployment insurance and similar taxes relating to employees and shall be responsible for all
<br />applicable withholding taxes.
<br />6. INDEMNIFICATION
<br />Vendor agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, Vendors, special counsel, and representatives from liability: (1) for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br />personal injury, including health, and claims for property damage, which may arise from the
<br />direct or indirect operations of the Vendor or its contractors, subcontractors, agents, employees,
<br />or other persons acting on their behalf which relates to the services described in section 1 of this
<br />Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
<br />This indemnity and hold harmless agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered,
<br />by reason of the events referred to in this Section or by reason of the terms of, or effects, arising
<br />from this Agreement. The Vendor further agrees to indemnify, hold harmless, and pay all costs
<br />for the defense of the City, including fees and costs for special counsel to be selected by the City,
<br />regarding any action by a third party challenging the validity of this Agreement, or asserting that
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief due to
<br />personal or property rights arises by reason of the terms of, or effects arising from this
<br />Agreement. City may make all reasonable decisions with respect to its representation in any
<br />legal proceeding.
<br />7. CONFIDENTIALITY
<br />If Vendor receives from the City information which due to the nature of such information
<br />is reasonably understood to be confidential and/or proprietary, Vendor agrees that it shall not use
<br />or disclose such information except in the performance of this Agreement, and further agrees to
<br />exercise the same degree of care it uses to protect its own information of like importance, but in
<br />no event less than reasonable care. "Confidential Information" shall include all nonpublic
<br />information. Confidential information includes not only written information, but also information
<br />transferred orally, visually, electronically, or by other means. Confidential information disclosed
<br />to either party by any subsidiary and/or agent of the other party is covered by this Agreement.
<br />The foregoing obligations of non-use and nondisclosure shall not apply to any information that
<br />(a) has been disclosed in publicly available sources; (b) is, through no fault of the Vendor
<br />25H-5
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