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Docusign Envelope ID:B2A1FE72-157F-402C-ABF6-9AD2259E53A3
<br /> it-fie construed to create an employer-employee relationship, a joint venture relationship, or to
<br /> allow the City to exercise discretion or control over the professional manner in which Contractor
<br /> performs the services which are the subject matter of this Agreement; however,the services to be
<br /> provided by Contractor shall be provided in a manner consistent with all applicable standards and
<br /> regulations governing such services. Contractor shall pay all salaries and wages,employer's social
<br /> security taxes, unemployment insurance and similar taxes relating to employees and shall be
<br /> responsible for all applicable withholding taxes.
<br /> 7. OWNERSHIP OF MATERIALS
<br /> This Agreement creates a non-exclusive and perpetual license for City to copy, use,
<br /> modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
<br /> 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 Contractor under this Agreement ("Documents & Data"). Contractor
<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 /> Contractor represents and warrants that Contractor has the legal right to license any and all
<br /> Documents & Data. Contractor makes no such representation and warranty in regard to
<br /> Documents & Data which were provided to Contractor 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 /> S. INSURANCE
<br /> Insurance requirements attached hereto as Exhibit E.
<br /> 9. INDEMNIFICATION
<br /> Contractor 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 Contractor, 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 Contractor
<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
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