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DocuSign Envelope ID: 2E06D9AC-D659-48D2-9CA0-00706AE6423C and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. Consultant retains all right and title to any computer programs and related intellectual capital created under the terms of this Agreement and is able to use such IP for other customers. F.H. Black & Company Incorporated shall retain all right and title to any computer programs and related intellectual capital developed hereunder (collectively, the Intellectual Property") and shall have the right to incorporate such Intellectual Property in work for other customers and in its programs generally. Upon payment of agreed fees, the City shall have a non-exclusive, non -transferable 99 year license to use such Intellectual Property for its and its affiliated companies' internal business use only. The City expressly recognizes that it is not the owner of such Intellectual Property and has no right to use such Intellectual Property except as expressly stated in this Agreement. Nothing in this Agreement shall be construed as restraining F.H. Black & Company Incorporated, its employees, agents, or subcontractors in the subsequent use of techniques and skills which may be acquired in the course of performance of this Agreement, or providing our client with any rights to the F.H. Black & Company Incorporated Intellectual Property. City shall not be limited in any way in its use of the Documents and Data at any time, provided City s use of the Documents and Data does not breach any terms of this Agreement and provided further that any such use not within the purposes intended by this Agreement shall be at City s sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Contractor, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. C. If Consultant is or employs a licensed professional such as an architect or engineer: #20028v3 Page 3 of 9