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<br />STANDARD AGREEMENT ADJUSTMENTS
<br />Mark Thomas has reviewed "ATTACHMENT 2: STANDARD AGREEMENT" in the RFP. Darin Johnson,
<br />PE (Principal in Charge) is our authorized signer. If selected to work on this project, we respectfully
<br />request the City to consider the following modifications. Additions are included in red text and deletions
<br />are included in strikethreagh.
<br />SECTION 8— INDEMNIFICATIONS,,
<br />Request to revise language as follows:
<br />With respect to its operations, other than the performance of Design Professional services, Consultant
<br />agrees to -'-`-� indemnify and hold harmless, but not defend, the City, its officers, and-
<br />agerits, employees, earitreetairs, speeial eatimsel, arid irepireseritatives from liability: (1) for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
<br />injury, including death, and claims for property damage, which may arise from the negligent operations
<br />of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which
<br />relates to 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 of the terms of
<br />or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
<br />for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been
<br />suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising
<br />from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for
<br />the defense of the City, including fees and costs for special counsel to be selected by the City, regarding
<br />any action by a third party challenging the validity of this Agreement, or asserting that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief due to personal or property rights
<br />arises by reason of the terms of, or effects arising from this Agreement.
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<br />With respect to its operations in
<br />the performance of Design Professional services when the Services to be provided under this Agreement
<br />are to be performed by a "design professional," as that term is defined under Civil Code Section 2782.8,
<br />Consultant agrees to indemnity and hold harmless (but not defend) City, its officers and employees,
<br />from and against liability for damages to the extent caused by Consultant's, recklessness, negligent
<br />acts, errors or omissions, or willful misconduct in the performance of services under this Agreement,
<br />except such loss or damage caused by the negligence or willful misconduct of the City. Consultant has
<br />no obligation to pay for any defense related cost prior to a final determination of liability, or to pay any
<br />amount that exceeds Consultant's finally determined percentage of liability based upon the comparative
<br />fault of Consultant, except as provided in Civil Code Section 2782.8(a) and (e).
<br />ON -CALL ENGINEERING SERVICES MARK THOMAS
<br />City of Santa Ana Page 3
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