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liability: (1) for personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief arising out of claims for personal injury, including death, and claims
<br />for property damage, which may arise from the negligent operations of the
<br />Consultant, its subcontractors, agents, employees, or other persons acting on its
<br />behalf which relates to the services described in section 1 of this Agreement; and
<br />(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
<br />this Agreement. This indemnity and hold harmless agreement applies to all claims
<br />for damages, just compensation, restitution, judicial or equitable relief suffered, or
<br />alleged to have been suffered, by reason of the events referred to in this Section or
<br />by reason of the terms of, or effects, arising from this Agreement. Upon receipt of
<br />a claim for which City may be entitled to indemnification under this Section, City
<br />will provide reasonable notice of such claim to Consultant, however, Consultant's
<br />requirement of indemnification shall not be contingent on such notice. The
<br />Consultant further agrees to indemnify, hold harmless, and pay all costs for the
<br />defense of the City, regarding any action by a third party challenging the validity
<br />of this Agreement, or asserting that personal injury, damages, just compensation,
<br />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. Each such defense
<br />must be conducted by qualified and appropriately experienced legal counsel
<br />reasonably acceptable to the City, but selected and retained by the Consultant, at
<br />no cost to the City or any of the City's officers, agents, employees, contractors,
<br />special counsel, or representatives. City shall have reasonable input in decisions
<br />with respect to its representation in any legal proceeding. Notwithstanding the
<br />foregoing, to the extent Consultant's services are subject to Civil Code Section
<br />2782.8, the above indemnity shall be limited, to the extent required by Civil Code
<br />Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence,
<br />recklessness, or willful misconduct of the Consultant.
<br />b. Except for liability arising (1) from City's breach of Section 5 (Ownership of
<br />Materials and Restrictions), (2) under Section 7(a) (Indemnification), (3) for
<br />personal injury or death caused by negligence, (4) fraud or fraudulent
<br />misrepresentation: (A) to the full extent permitted by law, Consultant's entire
<br />liability under this Agreement or in any way related to the Subscription Services,
<br />the professional services (if any), and the products (if any), or any related items will
<br />be limited to direct damages in an amount equal to FIVE TIMES (5x) the fees paid
<br />by City to Consultant pursuant to this Agreement during the Twelve (12) month
<br />period immediately preceding the first event giving rise to the claim; and (B) neither
<br />Party will be liable for: (1) any special, punitive, indirect, incidental or
<br />consequential damages arising from or related to this Agreement or in any way
<br />related to the Subscription services, the professional services (if any), and the
<br />products (if any), or any related items; or (2) any loss of revenue, profits, goodwill
<br />or data, or data use (including as a result of a virus), business interruption, failure
<br />to realize an expected saving, corruption of data, or claims against them by any
<br />third party, even if the Parties are advised, or may reasonably supposed to have
<br />been aware, or the possibility of such damages in advance. Such limitations will
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