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EXHIBIT 1
<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.
<br /> 7. INSURANCE
<br /> Insurance requirements attached hereto as Exhibit C.
<br /> 8. INDEMNIFICATION
<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 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 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.
<br /> 9. INTELLECTUAL PROPERTY INDEMNIFICATION
<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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