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ArtCHANGES ON PAGES 2 AND 3 NOT
<br />ACCEPTED BY CITY AND NOT
<br />INCORPORATED INTO AGREEMENT
<br />STATEMENT OF QUALIFICATIONS
<br />Contract Agreement Statement
<br />NCE has reviewed the City of Santa Ana's standard agreement provided in Attachment "2" to your request
<br />for proposals to provide professional engineering services for the annual pavement maintenance update
<br />program. After careful consideration, we would appreciate the opportunity to discuss the changes noted
<br />below. The proposed indemnification changes are requested to meet the new requirements of S13496.
<br />Additionally, NCE will meet the insurance coverage requirements. Proposed modifications are in red italics.
<br />Agreement Clause Number, Name: 8. INDEMNIFICATION
<br />Proposed Change: Consultant agrees to reimburse the apportioned costs to defend, and shall indemnify
<br />and hold harmless the City, its officers, agents, employees, contractors, special counsel, and
<br />representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief arising out of claims for personal injury, including death, and claims for property damage,
<br />to the extent caused bythe negligent operations of the Consultant, its subcontractors,
<br />agents, employees, or other persons acting on its behalf which relates to the services described in section
<br />1 of this Agreement; and (2) from any Gta4n that personal dan4ageS, Just
<br />judcl e€fesfs ari ing-f . This
<br />indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution,
<br />judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
<br />this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further
<br />agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs
<br />for special counsel to be selected by the City, regarding any action by a third party challenging the validity
<br />of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from
<br />this Agreement. City may make all reasonable decisions with respect to its representation in any legal
<br />proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code
<br />Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8,
<br />to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
<br />Consultant. In no event shall the cost to defend charged to the Consultant exceed the Consultants
<br />proportionate percentage of fault.
<br />Additionally, NCE would like to add the following clauses:
<br />Limitation of Liability
<br />CONSULTANT's liability to CITY and/or anyone claiming by, through or under CITY, shall not exceed
<br />$100,000 for claims arising from (i) professional acts, errors or omissions. CONSULTANT's liability for all
<br />other claims for loss or injury shall not exceed $1,000,000. The CITY hereby forever releases
<br />CONSULTANT and its officers, principals, employees and agents from any liability for losses or damages
<br />sustained and incurred by the CITY in excess of such amount.
<br />As used in this Paragraph, the term liability or liable means liability of any kind, whether in contract
<br />(including breach of warranty), in tort (including negligence) in strict liability, for indemnity or otherwise, for
<br />any and all injuries, claims, losses, expenses or damages, administrative sanctions, penalties or fines
<br />imposed (including attorney's fees) whatsoever arising out of or in any way related to CONSULTANT's
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