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damages and costs which by final judgrnents may be assessed against C1TY on account of such infringemen� provided that LUCENT (i) shall have had immediate written notice of all claims of such infringement and suits and full opportunity and authority to assume the sole defense of and to settle such i suits,and(ii)shall be fiunished upon LUCENT's request all information and assistance available to CTTY for such defense. If said item is in any such suit held to constitute infringemeM and the use of said item is enjoined,LUCENT,at its option,will procure for CTI'Y the right to continue using said item; or replace it with a non-infringing item; or modify it so it becomes non-infringing, or remove the item and refund the purchase price less a reasonable allowance for use, damage and obsolescence. CITY agrees to indemnify and save harmless LUCENT and its suppliers and associated companies from all costs, expenses, liabilities and claims for (i) infringement arising from adherence to Specifications or drawings which LUCENT is directed by CITY to follow, and(i�infringemecrt relating to use of said item in combination with another item not furnished or re�ommended by LUCENT. The foregoing states the entire Iiability of LUCENT for pate�rt or copyright infringement by any item furnished hereunder. B. B. Lucent's Ne�li e� nce•_ LUCENT a� to and hereby indemnifies and saves CTTY harmless from all liabilities which may accrue against CITY because of claims, suits or demands of third parties for direct physical damage to tangible property or personal injury to the extent the da.mage or injury is caused by LUCENT's negligence or re�klessness, or that of its employees, subcontractors, or agents while on the CITY's premises during the delivery, installation, or testing of the System pursuant to this Agreement,provided: 1)CITY promptly notifies LUCENT in wciting of any claims, suits or demands against CITY for which LUCENT is responsible under this indemnity; 2) CTTY gives LUCENT full opportunity and authority to assume the sole defense of or settle such suits; and 3) CIT'Y furnishes to LUCENT upon request all information and assistance available to CTI'Y for defense against any such suit, claim or demand. LUCENT's lia.bility under this indemnity shall be that proportion directly attnbutable to the negligent acts of LUCENT or its employees or agents, but in no event exceed the Tota.l Contract Price hereunder for any one occurrence. C. LUCENTs indemnification of CITY under this Section 15 will be the full extent of LUCENT's indemnification of CITY from liabilities that are in any way related to LUCENTs performance under this Agreement. Section 16 DISPUTES A. LUCENT and CITY will attempt to settle any claim or controversy arising from this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation. Section 17 INSURANCE LUCENT shall, at its own expense, provide and keep in full force and effect during the term of this Agreement at least the fotlowing kinds a�d minimum amounts of insurance covering its Services in the jurisdictions in which the work is to be performed: Worker's Compensation insurance as Qrescribed by the law of the State of California, and Employer's Liability insurance with limits of at least$500,000 for each occurrence. Automobile Liability insurance if the use of motor vehicles is required, within limits of at least $1,000,000 combined single limit for Bodily Injury and Property Damage for each occurrence. Commercial General Liability (CGL) insurance including contractual liability with limits of at least $1,000,000 combined single limit for Bodily Injury and Properry Damage liability for each occurrence, and Products/Completed Operations coverage with limits of at least$2,000,000 per occurrence. Enors and Omissions insurance in the amount of at least $1,000,000 per claim and in the aggregate. Lucent Technologies/Redwood City, CA 9 _ . _. _ __ ..