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NOTE: THE CHANGES BELOW WERE
<br />NOT ACCEPTED BY THE CITY
<br />Exception
<br />Attachment 3; Standard Agreement
<br />Suggested Change/Exception:
<br />8 — Indemnification; request to have following language added to section.
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, contractors, special counsel, and representatives from liability: (1) for
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief arising
<br />out of claims for personal injury, including death, and claims for property damage each. a
<br />"Loss"), which may arise from the negligent operations of the Consultant, its
<br />subcontractors, agents, employees, or other persons acting on its behalf which relates to
<br />the services described in section 1 of this Agreement; and (2) from any claim that personal
<br />Injury, damages, just compensation, restitution, judicial or equitable relief Is due by reason
<br />of the terms of or effects arising from this Agreement. This indemnity and hold harmless
<br />agreement applies to all claims for damages, just compensation, restitution, judicial or
<br />equitable relief suffered, or alleged to have been suffered, by reason of the events referred
<br />to in this Section or by reason of the terms of, or effects, arising from this Agreement. In the
<br />event that Consultant's proposed duly —qualified defense counsel is not reasonably acceptable to the_
<br />City tThe Consultant further agrees to indemnify, hold harmless, and pay all costs for the
<br />defense of the City, including fees and costs for special counsel to be selected by the City,
<br />regarding any action by a third party challenging the validity of this Agreement, or asserting
<br />that personal injury, damages, just compensation, restitution, judicial or equitable relief due
<br />to personal or property rights arises by reason of the terms of, or effects arising from this
<br />Agreement. City may make all reasonable decisions with respect to its representation in any
<br />legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are
<br />subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent
<br />required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the
<br />negligence, recklessness, or willful misconduct of the Consultant. Furthermore,
<br />notwithstanding the fore oin in the event that a court or iuiv determines that liability with
<br />respect to any Iwoss was caused or contributed to by the negligent act error, omission or
<br />willful misconduct of the City, liability will be apportioned between Consultant on the one
<br />hand and the City on the other hand with regard to such Loss based upon the parties'
<br />res ective degrees of culpability, as determined by the court or jury, and Consultant's duly
<br />to indemnify the City. its officers agents, employees contractors special counsel and
<br />re. resentatives will be limited accordingly.
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