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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. <br />Page 3 of 8 <br />