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CHANGES ON PAGES 2 AND 3 NOT
<br />ACCEPTED BY CITY AND NOT CltFPNo.Santa Ana
<br />070
<br />Pavent Management Program Update RFP No. 19-070
<br />INCORPORATED INTO AGREEMENT August 6,2019
<br />Services from any cause or causes whatsoever. The provisions of this Paragraph shall survive the
<br />completion of the Project or the expiration, cancellation or termination of this Agreement.
<br />CONSULTANT shall not be liable for any claims of loss of profits or any other indirect, special, incidental
<br />or consequential damages of any nature whatsoever.
<br />Cross Indemnification to NCE
<br />CITY shall indemnify and hold harmless CONSULTANT, its officers, agents, and employees from any and
<br />all claims, suits, losses, pure economic damages, costs (including reasonable attorney's fees) and
<br />demands, administrative fees, penalties and fines imposed, and demands, including reasonable attorney's
<br />fees connected therewith, on account of personal injury, including death, or property damage, sustained
<br />by any person or entity not a party to this Agreement between CONSULTANT and CITY to the extent such
<br />injury, death or damage is caused by the negligence or willful misconduct of CITY or its Consultants or
<br />their respective employees, officers and agents.
<br />CITY agrees to the full extent permitted by law, to indemnify, defend, and hold harmless CONSULTANT,
<br />its officers, directors, shareholders, employees, affiliates, and subsidiaries and their successors from and
<br />against any and all claims, demands, losses, penalties, fines and causes of action of every kind and
<br />character (including reasonable attorney fees) arising from or relating to Pre-existing Conditions.
<br />Third Party Reliance upon Reports
<br />All CONSULTANT work products are prepared solely for use by CITY and shall not be provided to any
<br />other person or entity without CONSULTANT's written consent. CITY shall indemnify CONSULTANT from
<br />and against any and all claims, liability, damages, actions or proceedings brought by any person or entity
<br />claiming to rely upon information or opinions contained in reports or other work products provided to such
<br />person or entity, published, disclosed or referred to without CONSULTANT's written consent.
<br />Dispute Resolution
<br />CITY and CONSULTANT agree that they shall first submit any and all unsettled claims, counterclaims,
<br />disputes, and other matters in question between them arising out of or relating to this Agreement to
<br />mediation in accordance with the Construction Industry Mediation Rules of the American Arbitration
<br />Association, effective as of the date of this agreement.
<br />Litigation Support.
<br />CONSULTANT shall receive compensation for preparing for and/or appearing in any litigation at the
<br />request of CITY, except: (1) if such litigation costs are incurred by the CONSULTANT in defending its work
<br />or services or those of any of its sub -Consultants; or (2) as may be required by the indemnification
<br />requirements of the CONSULTANT. Compensation for litigation services requested by the CITY shall be
<br />paid at a mutually agreed upon rate and/or at a reasonable rate for such services.
<br />Force Majeure
<br />Neither party to this Agreement will be liable to the other party for delays in performing the services, nor
<br />for the direct or indirect cost resulting from such delays, that may result from labor strikes, riots, war, acts
<br />of governmental authorities, extraordinary weather conditions or other natural catastrophe, or any other
<br />cause beyond the reasonable control or contemplation of either party.
<br />Page 13
<br />25D-16
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