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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 B.
<br /> 7. INDEMNIFICATION
<br /> Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br /> agents, employees,consultants,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 or its Consultants, subcontractors, agents, employees, or
<br /> other persons acting on their behalf which relates to the services described in section 1 of this
<br /> Agreement; and (2) from any claim that personal injury, damages,just compensation, restitution,
<br /> judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
<br /> This 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 Consultant 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 Consultant'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
<br /> 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful
<br /> misconduct of the Consultant.
<br /> 8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br /> Consultant shall defend, indemnify and hold harmless the City, its officers, agents,
<br /> representatives, and employees against any and all liability, including costs, and attorney's fees,
<br /> for infringement of any United States' letters patent,trademark,or copyright contained in the work
<br /> product or documents provided by Consultant to the City pursuant to this Agreement.
<br /> 9. RECORDS
<br /> Consultant shall keep records and invoices in connection with the work to be performed
<br /> under this Agreement. Consultant shall maintain complete and accurate records with respect to
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