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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 />This Agreement creates a non-exclusive and perpetual license for City to copy, use,
<br />modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
<br />embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
<br />authorship fixed in any tangible medium of expression, including but not limited to, physical
<br />drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
<br />caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor
<br />shall require all subcontractors to agree in writing that City 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 wartaanty in regard to
<br />Documents & Data which were provided to Contractor by the City. City shall not be limited in
<br />any way in its use of the Documents and Data at any time, provided that any such use not within
<br />the purposes intended by this Agreement shall be at City's sole risk.
<br />7.INS{JRANCE
<br />Insurance requirements attached hereto as Exhibit C.
<br />8.INDEMNIFICATION
<br />Contractor 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 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 c
<br />relief is due b reason of the terms of or effects from this ent. This in and
<br />hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial
<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 City, including
<br />fees and costs for special counsel to be selected by the C-ity, regarding any acti
<br />challenging the validity of this Agreement, or asserting that personal injury,
<br />compensation, restitution, judicial or equitable reli
<br />reason of the terms of, or effects arising from this Agreement. City may make all reasonable
<br />decisions with respectto its representation in any legal proceeding. Notwithstandingthe foregoing,
<br />to the extent Contractor'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 Contractor.
<br />on by a third-party
<br />damages, just
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