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Special Risks or Circumstances. City reserves the right to modify these requirements,
<br /> including limits,based on the nature of the risk,prior experience, insurer, coverage, or other
<br /> special circumstances.
<br /> City shall notify Consultant in writing within five (5)business days of any claims made
<br /> or disputes arising from this Agreement that may implicate Consultant's insurance coverage.
<br /> 7. INDEMNIFICATION
<br /> Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br /> agents, employees,contractors, 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, its subcontractors, agents, employees, or other persons
<br /> acting on its behalf which relates to the services described in section 1 of this Agreement; and(2)
<br /> from any claim that personal injury, damages,just compensation, restitution,judicial or equitable
<br /> relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and
<br /> hold harmless agreement applies to all claims for damages,just compensation,restitution,judicial
<br /> or equitable relief suffered, or alleged to have been suffered,by reason of the events referred to in
<br /> this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant
<br /> further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
<br /> fees and costs for special counsel to be selected by the City,regarding any action by a third party
<br /> challenging the validity of this Agreement, or asserting that personal injury, damages, just
<br /> compensation, 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. City may make all reasonable
<br /> decisions with respect to its representation in any legal proceeding.Notwithstanding the foregoing,
<br /> to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity
<br /> shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
<br /> pertain to, or relate to the negligence,recklessness, or willful misconduct of the Consultant.
<br /> Notwithstanding any provision of this Agreement, Consultant agrees to indemnify and
<br /> hold harmless the City from claims arising directly from Consultant's negligence or willful
<br /> misconduct in perfonning services under this Agreement. Consultant shall not be liable for claims
<br /> arising from the City's negligence, actions, or omissions.
<br /> Consultant's total liability under this Agreement, regardless of the basis of the claim, shall
<br /> not exceed the aggregate limits of any and all applicable insurance policies described in Section 6,
<br /> above.
<br /> S. INTELLECTUAL PROPERTY INDEMNIFICATION
<br /> Consultant shall defend and indemnify the City, its officers, agents, representatives, and
<br /> employees against any and all liability, including costs, for infringement of any United States'
<br /> letters patent,trademark,or copyright infi-ingement,including costs,contained in the work product
<br /> or documents provided by Consultant to the City putsuant to this Agreement.
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