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ensure that City is an additional insured on insurance required from
<br />subcontractors.
<br />(10) Special Risks or Circumstances: City reserves the right to modify these
<br />requirements, including limits, based on the nature of therisk, prior experience,
<br />insurer, coverage, or other special circumstances.
<br />6. Indemnification
<br />Licensee agrees to and shall indemnify and hold harmless the Licensor, its officers, agents, employees,
<br />consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including
<br />death, and claims for property damage, which may arise from the direct or indirect operations of the
<br />Licensee or its contractors, subcontractors, agents, employees, or other persons acting on their behalf
<br />which relates to the use of the Vehicle; and (2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising
<br />from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages,
<br />just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by
<br />reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this
<br />Agreement. The Licensee further agrees to indemnify, hold harmless, and pay all costs for the defense
<br />of the Licensor, including fees and costs for special counsel to be selected by the Licensor, regarding
<br />any action by a third party challenging the validity of this Agreement, or asserting that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief due to personal or property rights
<br />arises by reason of the terms of, or effects arising from this Agreement. Licensor may make all
<br />reasonable decisions with respect to its representation in any legal proceeding.
<br />7. Choice of Law
<br />This Agreement is to be governed, by, and construed in accordance with, the laws of the State of
<br />California. Venue shall be in the County of Orange.
<br />8. Remedies
<br />Either party shall, in addition to all other rights provided herein or as may be provided by law,
<br />be entitled to the remedies of specific performance and injunction to enforce its rights hereunder,
<br />except to the extent expressly provided to the contrary in this Agreement. All rights and remedies
<br />under this Agreement are cumulative and no one of them shall be exclusive of any other, and each
<br />party shall have the right to pursue any one or all of such rights and remedies or any other remedy
<br />which may be provided by law, whether or not stated in this Agreement, except to the extent
<br />expressly provided to the contrary in this Agreement.
<br />9. Counterparts
<br />This Agreement may be executed in two (2) or more counterparts, each of which shall be
<br />deemed an original but all of which together shall constitute one and the same instrument.
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