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connection with any action or proceeding brought by a third party based on any claim that the
<br />Work Product, or any part thereof, or the operation or use of the Work Product, or any part
<br />thereof, constitutes infringement of any United States patent or copyright, now or hereafter
<br />issued. The City shall give prompt written notice to Developer of any such action or
<br />proceeding and will reasonably provide authority, information and assistance in the defense
<br />of same. Developer agrees to keep the City informed of all developments in the defense of
<br />any such action or proceeding. If the City is enjoined from the operation or use of the Work
<br />Product, or any part thereof, as the result of any such action or proceeding, Developer shall at
<br />its sole expense take reasonable steps to procure the right for the City to use the Work
<br />Product. If Developer cannot so procure such right within a reasonable time, Developer shall
<br />promptly, at Developer's option and at Developer's expense, (1) modify the Work Product so
<br />as to avoid infringement of any such patent or copyright, (2) replace said Work Product with
<br />Work Product that does not infringe or violate any such patent or copyright or (3) terminate
<br />this Agreement and its Services hereunder, in which case City shall pay Developer for all
<br />Services performed by Developer prior to such termination. Notwithstanding the foregoing,
<br />Developer shall have no liability or obligation to City in respect of any action, suit, claim or
<br />proceeding based on infringement or violation of a patent or copyright (i) relating solely to a
<br />particular process or product of a particular manufacturer specified by the City and not
<br />initially offered or recommended by Developer to the City or (ii) arising from modifications
<br />to the Work Product by or at the direction of the City or its agents.
<br />B. Developer acknowledges that the City is a public entity and the Site is owned by a public
<br />entity and as such, the Site is immune from mechanic's liens, and Developer hereby waives
<br />any and all mechanic's lien rights it may purport to have, and agrees that it shall neither file
<br />nor assert any such lien claims. Additionally, provided that the City is not in breach of
<br />contractual obligation to make payments to Developer for the Services performed, Developer
<br />shall indemnify, defend and hold harmless the City from any claims or mechanic's liens
<br />brought against the City or against the Project as a result of the failure of the Developer, or
<br />those for whose acts it is liable, to pay for any services, materials, labor, equipment, taxes or
<br />other items or obligations furnished or incurred for or in connection with the Services.
<br />Within fourteen (14) days of receiving written notice from the City that such a claim or
<br />mechanic's lien has been filed, Developer shall commence to take the steps necessary to
<br />discharge said claim or lien, including, if necessary, the furnishing of a mechanic's lien bond.
<br />If Developer fails to do so, the City will have the right to discharge the claim or lien and hold
<br />Developer liable for costs and expenses incurred, including attorneys' fees.
<br />C. To the fullest extent permitted by applicable laws and regulations, Developer shall indemnify
<br />and hold harmless the City from and against all liability, costs, losses, and damages
<br />(including but not limited to all reasonable fees and charges of engineers, architects,
<br />attorneys, and other professionals and all court or arbitration or other dispute resolution costs,
<br />as well as fines and penalties for violations of federal, state or local laws or regulations)
<br />incurred in connection with an action or proceeding brought by a third party arising out of the
<br />negligence or willful misconduct of Developer or any of its subcontractors, suppliers, design
<br />consultants or any other individual or entity directly or indirectly employed by any of them
<br />or anyone for whose acts any of them may be liable, in the performance of the Services under
<br />this Agreement, provided that any such liability, claim, cost, loss or damage is attributable to
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