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create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise
<br />discretion or control over the professional rnamier in which Consultant perforans the services which are
<br />the subject matter of this Agreement; however, the services to be provided by Consultant shall be
<br />provided in a manner consistent with all applicable standards and regulations governing such services.
<br />Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance
<br />and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.
<br />5. OWNERSHIP OF MATERIALS
<br />This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify,
<br />reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
<br />specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any
<br />tangible medium of expression, including but not limited to, physical drawings or data magnetically or
<br />otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant
<br />tinder this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in
<br />writing that City is granted a non-exclusive and perpetual license for any Documents & Data the
<br />subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the
<br />legal right to license any and all Documents & Data. Consultant makes no such representation and
<br />warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not
<br />be limited in any way in its use of the Documents and Data at any time, provided that any such use not
<br />within the purposes intended by this Agreement shall be at City's sole risk.
<br />6. INSURANCE
<br />Services will be provided, remotely, Due to the services provided, no insurance will be required
<br />7. INDEMNIFICATION
<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability: (1) for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
<br />injury, including death, and claims for property damage, which may arise from the negligent operations
<br />of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their
<br />behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that
<br />personal injury; damages, just compensation, restitution, judicial or equitable relief is due by reason of
<br />the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies
<br />to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
<br />have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or
<br />effects, arising from this Agreement. The Consultant flather agrees to indemnify, hold harmless, and pay
<br />all costs for the defense of the City, including fees and costs for special counsel to be selected by the
<br />City, 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 or
<br />property rights arises by reason of the terns of, or effects arising from this Agreement. City may make
<br />all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the
<br />foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above
<br />indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out
<br />of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
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