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4. INDEPENDENT CONTRACTOR Consultant shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the Authority. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant perfonns the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise ftom the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the tenus of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the tenus of, or effects, arising from this Agreement. 6. CONFIDENTIALITY If Consultant receives ftom the City infonnation which due to the nature of such infonnation is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such infonnation except in the perfonnance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own infonnation of like importance, but in no event less than reasonable care. "Confidential Infonnation" shall include all nonpublic infonnation. Confidential infonnation includes not only written infonnation, but also infonnation transferred orally, visually, electronically, or by other means. Confidential infonnation disclosed to either party by any subsidiary and/or agent ofthe other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any infonnation that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation oflaw; or ( e) is independently developed by the Consultant without reference to infonnation disclosed by the City 7. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with perfonnance of services specified under this Agreement.