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<br />3
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<br />caused to be prepared by Contractor under this Agreement (“Documents & Data”). Contractor
<br />shall require all subcontractors to agree in writing that Authority is granted a non-exclusive and
<br />perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
<br />Contractor represents and warrants that Contractor has the legal right to license any and all
<br />Documents & Data. Contractor makes no such representation and warranty in regard to
<br />Documents & Data which were provided to Contractor by the Authority. Authority shall not be
<br />limited in any way in its use of the Documents and Data at any time, provided that any such use
<br />not within the purposes intended by this Agreement shall be at Authority’s sole risk.
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<br />7. INSURANCE
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<br />Insurance requirements attached hereto as Exhibit C.
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<br />8. INDEMNIFICATION
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<br />Contractor agrees to defend, and shall indemnify and hold harmless the Authority, its
<br />officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for
<br />personal injury, damages, just compensation, restitution, judicial or equitable reli ef 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 Contractor, 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 Contractor
<br />further agrees to indemnify, hold harmless, and pay all costs for the defense of the Authority,
<br />including fees and costs for special counsel to be selected by the Authority, regarding any action
<br />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
<br />rights arises by reason of the terms of, or effects arising from this Agreement. Authority may
<br />make all reasonable decisions with respect to its representation in any legal proceeding.
<br />Notwithstanding the foregoing, to the extent Contractor’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 out of, pertain to, or relate to the negligence, recklessness, or willful
<br />misconduct of the Contractor.
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<br />9. INTELLECTUAL PROPERTY INDEMNIFICATION
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<br />Contractor shall defend and indemnify the Authority, its officers, agents, representatives,
<br />and employees against any and all liability, including costs, for infringement of any United States’
<br />letters patent, trademark, or copyright infringement, including costs, contained in the work product
<br />or documents provided by Contractor to the Authority pursuant to this Agreement.
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<br />EXHIBIT 1
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