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11. Patents. <br /> a. If notified promptly in writing of any action o(and <br />all prior claims relating thereto) brought against City alleging <br />that City's use, sale or other disposition of the software <br />described (including use of licensed software) infringes a United <br />States patent or copyright, Consultant _shall defend such action <br />at its expense and shall pay the costs and damages awarded against <br />City in such action, provided that Consultant shall have sole <br />control of the defense of any such action and all negotiations for <br />its settlement or compromise. <br /> <br /> b. If a final injunction obtained in such action <br />against City's use of the software or if in Consultant's opinion <br />the software is likely to become the subject of a claim of <br />infringement, Consultant shall, at its option and at its expense, <br />either procure for City the right to continue using the software, <br />replace or modify the same so that they become non-infringing, or <br />grant the City a credit for such software as depreciated and <br />accept their return. Depreciation shall be an equal amount per <br />year over the life of the software. Consultant shall not have any <br />liability to City if the alleged infringement is based upon (i) <br />use or sale of the software in combination with other products or <br />devices which are not made by Consultant, or the furnishing to <br />City of any information, service or applications assistance. <br /> <br /> 12. Insurance. During the term of the Agreement, Consultant <br />shall maintain in full force and effect at its own cost and <br />expense, the following insurance coverage: <br /> <br /> a. Worker's Compensation Insurance <br /> <br /> Full Worker's Compensation Insurance shall be <br /> provided with a limit of at least $100,000 for any <br /> one person. <br /> <br /> b. Public Liability and Bodily Injury Insurance <br /> <br /> Consultant shall obtain and keep in full force and <br /> effect, a comprehensive general liability policy <br /> for at least $500,000 combined limit for bodily <br /> injury and property damage; provided that the City, <br /> its officers, employees and agents are to be named <br /> additional insureds under the policy, and that the <br /> policy shall stipulate that this insurance will <br /> operate as primary insurance for work performed by <br /> Consultant and its subconsultants, and that no <br /> other insurance effected by City or other named <br /> insureds will be called on to cover a loss covered <br /> thereunder. <br /> <br /> -5- <br /> <br /> <br />