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embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
<br /> authorship fixed in any tangible medium of expression, including but not limited to, physical
<br /> drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
<br /> caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant
<br /> shall require all subcontractors to agree in writing that City is granted a non-exclusive and
<br /> perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
<br /> Consultant represents and warrants that Consultant has the legal right to license any and all
<br /> Documents & Data. Consultant makes no such representation and warranty in regard to
<br /> Documents & Data which were provided to Consultant by the City. City shall not be limited in
<br /> any way in its use of the Documents and Data at any time, provided that any such use not within
<br /> the purposes intended by this Agreement shall be at City's sole risk.
<br /> 6. INSURANCE
<br /> Insurance requirements are attached hereto as Exhibit C.
<br /> 7. INDEMNIFICATION
<br /> Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br /> agents, employees, contractors, special counsel, and representatives from liability: (1) for personal
<br /> injury, damages,just compensation, restitution,judicial or equitable relief arising out of claims for
<br /> personal injury, including death, and claims for property damage, which may arise from the
<br /> negligent operations of the Consultant, its subcontractors, agents, employees, or other persons
<br /> acting on its behalf which relates to the services described in section 1 of this Agreement; and (2)
<br /> from any claim that personal injury, damages,just compensation, restitution,judicial or equitable
<br /> relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and
<br /> hold harmless agreement applies to all claims for damages,just compensation,restitution,judicial
<br /> or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
<br /> this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant
<br /> further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
<br /> fees and costs for special counsel to be selected by the City, regarding any action by a third party
<br /> challenging the validity of this Agreement, or asserting that personal injury, damages, just
<br /> compensation, restitution,judicial or equitable relief due to personal or property rights arises by
<br /> reason of the terms of, or effects arising from this Agreement. City may make all reasonable
<br /> decisions with respect to its representation in any legal proceeding.Notwithstanding the foregoing,
<br /> to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity
<br /> shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
<br /> pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
<br /> 8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br /> Consultant shall defend and indemnify the City, its officers, agents, representatives, and
<br /> employees against any and all liability, including costs, for infringement of any United States'
<br /> letters patent,trademark,or copyright infringement,including costs, contained in the work product
<br /> or documents provided by Consultant to the City pursuant to this Agreement.
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