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Attachment 1
<br /> disclosed by Consultant to Cities and LPFD and Consultant obtains a license to such
<br /> items for the benefit of Cities and LPFD All licenses must be perpetual, world-wide,
<br /> non-exclusive, and royalty free sufficient in scope to permit Cities and LPFD's full use
<br /> and enjoyment of its ownership rights in the items created by the Services
<br /> 10. Confidentiality. Consultant shall not disclose any confidential or proprietary
<br /> information received from Cities or LPFD to anyone except Consultant's employees who
<br /> require access to the information to perform the Services This obligation shall survive
<br /> termination and remain in full force and effect until the information, and any copies
<br /> thereof, are destroyed or returned to Cities and LPFD
<br /> 11. Indemnity and Defense.
<br /> (a) Definitions. When used in this "Indemnity and Defense" section, these
<br /> terms have the following meaning
<br /> (1) "Cities and LPFD," means the Cities and LPFD, their elected
<br /> officials, officers, directors, employees, agents, or designated volunteers
<br /> (2) "Design Professional," means licensed architects, licensed
<br /> landscape architects, registered professional engineers, professional land surveyors
<br /> and the business entities which offer such services in accordance with the provisions of
<br /> the California Business and Professions Code listed at California Civil Code, section
<br /> 2782 8, upon which Consultant relies to meet the obligations of, or perform work
<br /> pursuant to, this Agreement
<br /> (3) "Non-Design Professional," means any person or entity upon which
<br /> Consultant relies to meet the obligations of, or perform work pursuant to, this
<br /> Agreement who or which is not a Design Professional
<br /> (4) "Loss," or "Losses," mean all claims for or actual loss, liability,
<br /> damage, cost, and expense including reasonable attorney, consultant and expert fees,
<br /> and court costs arising out of or in connection with Consultant's obligation or work to
<br /> perform this Agreement, except for such Loss arising from the negligence or willful
<br /> misconduct of the Cities or LPFD
<br /> (b) Non-Design Professional Services Consultant shall defend, indemnify,
<br /> and hold harmless the Cities and LPFD from and against any alleged Loss arising out
<br /> of, pertaining to, or relating to, the services of any Non-Design Professional
<br /> (c) Design Professional Services For an alleged Loss that solely arises out
<br /> of, pertains to, or relates to, the services of a Design Professional, Consultant shall
<br /> defend and indemnify the Cities and LPFD solely for such Losses due to the
<br /> negligence, recklessness, or willful misconduct of the Design Professional(s) as allowed
<br /> by application of California law, including California Civil Code, section 2782 8, as
<br /> written on the effective date of this Agreement and according to applicable judicial
<br /> interpretations
<br /> Professional Services Agreement Page 4
<br /> Rev 7/16
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