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2. Disclaimer.
<br /> GIS Data is complex and time sensitive and may contain non-conformities, defects,
<br /> errors, and omissions. The City makes no warranty whatsoever, whether expressed or
<br /> implied, as to the accuracy, completeness, value, quality, legality, validity, title,
<br /> merchantability, suitability, condition, or fitness for a particular purpose of the GIS Data
<br /> or any programming used to obtain or store the data, or as to whether the GIS Data is
<br /> error-free, up-to-date, complete, based upon accurate or meaningful facts, free from
<br /> computer viruses, or that non-conformities, defects, errors or omissions shall be detected
<br /> or corrected. The GIS Data is provided"as is", and in no event shall the City be held
<br /> liable for damages resulting from the use of the GIS Data, damage to information or
<br /> equipment which results from the transfer of data from one medium to another, or the
<br /> inadequacy of the GIS Data. The City assumes no liability for any damages or loss
<br /> arising from the use of the GIS Data, regardless of whether any claim is based on contract
<br /> or tort, for any special, consequential, indirect or incidental damages, including, but not
<br /> limited to, lost profits, arising out of or in connection with this agreement or the services
<br /> performed in connection with this agreement.
<br /> 3. Indemnification
<br /> The Licensee shall indemnify and hold harmless the City and its officers, agents and
<br /> employees from, and, if requested, shall defend them against any and all tangible and
<br /> intangible loss, damage, injury, liability, and claims thereof for injury to or death of a
<br /> person, or loss of or damage to property, resulting directly or indirectly from the City's
<br /> performance of this Agreement, except to the extent that such indemnity is void or
<br /> otherwise unenforceable under applicable law in effect on or validly retroactive to the
<br /> date of this Agreement and except where such loss, damage, injury, liability or claim is
<br /> the result of active negligence or willful misconduct of the City and is not contributed to
<br /> by any act of, or by any omission to perform some duty imposed by law or agreement on
<br /> the City, its agents or employees.
<br /> In addition to the Licensee's obligation to indemnify the City, the Licensee specifically
<br /> acknowledges and agrees that it has an immediate and independent obligation to defend
<br /> the City from any claim which actually or potentially falls within this indemnification
<br /> provision, even if the allegations are or may be groundless, false or fraudulent, which
<br /> obligation arises at the time such claim is tendered to the Licensee by the City and
<br /> continues at all times thereafter.
<br /> CITY OF PLE• + • iT / TRI V•/ LEY CONSERVANCY
<br /> By: Ali By: /,A./c.a.
<br /> Nelson Fialho, City Manager
<br /> Geographic Information System Data Sharing/License Agreement 2
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