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regulations governing such services. Consultant 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 />6. OWNERSHIP OF MATERIALS
<br />City shall own all right, title, and interest in and to the code created under this Agreement.
<br />City is responsible for providing all necessary and correct documentation, materials and
<br />communication in a timely manner in order to enable Consultant to perform the Services and
<br />acknowledges Consultant cannot begin performance of the Services until all necessary
<br />documentation, materials and communication is received.
<br />INSURANCE
<br />Due to the nature of the services provided, no insurance shall be required.
<br />8. 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 third party liability: (1) for
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of
<br />claims for personal injury, including death, and claims for property damage, which may arise from
<br />the negligent operations of the Consultant or its subcontractors, agents, employees, or other
<br />persons acting on their behalf which relates to the services described in section 1 of this
<br />Agreement; and (2) from any third party claim that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this
<br />Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just
<br />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
<br />this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for
<br />the 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 />9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend, indemnify and hold harmless the City, its officers, agents,
<br />representatives, and employees against any and all third party liability, including costs, and
<br />attorney's fees, for infringement of any United States' letters patent, trademark, or copyright
<br />contained in the work product or documents provided by Consultant to the City pursuant to this
<br />Agreement.
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