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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 /> G. OWNERSW 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 that were provided to Contractor by the City. City shall not be limited in any
<br /> way in its use of the Documents & Data at any time, provided that any such use not within the
<br /> purposes intended by this Agreement shall be at City's sole risk.
<br /> 7. INSURANCE
<br /> Insurance Requirements attached hereto as Exhibit B
<br /> S. 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 or its subcontractors, agents, employees, or other persons
<br /> acting on their behalf which relates to the services described in section l of this Agreement; and
<br /> (2) from any claim that personal injury, damages, just compensation, restitution, judicial or
<br /> equitable relief is due by reason of the terms of or effects arising from this Agreement. This
<br /> indemnity and hold harmless agreement applies to all claims for damages, just compensation,
<br /> restitution,judicial or equitable relief suffered, or alleged to have been suffered,by reason of the
<br /> events referred to in this Section or by reason of the terms of, or effects, arising from this
<br /> Agreement, The Contractor further agrees to indemnify, hold harmless, and pay all costs for the
<br /> 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 personal
<br /> or property rights arises by reason of the terms of, or effects arising from this Agreement. City
<br /> may make all reasonable decisions with respect to its representation in any legal proceeding.
<br /> Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code
<br /> Section 2782.8,the above indemnity shall be limited, to the extent required by Civil Code Section
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