Item 20 - Authorize Agreement with Mark Thomas & Company, Inc.

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PROPOSAL STANDARD AVENUE PROTECTED BIKE LANES 3RD TO WARNER City of Santa Ana CONTRACT AGREEMENT STATEMENT Mark Thomas has reviewed the City’s sample contract agreement contained in the RFP as Attachment 2. We respectfully request the following exceptions and modifications. Our request for modifications to contract language is outlined below in red: • Section 7 – Insurance e(iii) – Carriers cannot provide prior notice when covered is reduced or changed. • Section 8 – Indemnification We request that the current indemnification language in the City’s sample contract agreement be replaced with our split indemnification language below: With respect to its operations, other than the performance of professional services, Consultant agrees to indemnify, hold harmless and defend City, with counsel selected in reasonable consultation with City, the City Indemnitees, from and against any third party damages, liabilities, judgments, settlements, costs, claims, demands, actions, suits, losses, and expenses (including reasonable and necessary attorneys’ fees, legal costs and expenses recoverable under applicable law) arising out of the death or bodily injury to any person or destruction or damage to any property, to the extent caused by Consultant’s negligent acts, errors or omissions or willful misconduct in the performance of services under this Agreement and anyone for whom Consultant is legally liable. With respect to the performance of professional services, Consultant agrees to indemnity and hold harmless (but not defend) City, and its officers, officials, employees, and volunteers (collectively, the “City Indemnitees”), from and against liability for damages to the extent caused by Consultant’s, recklessness, negligent acts, errors or omissions, or willful misconduct in the performance of services under this Agreement, except such loss or damage caused by the negligence or willful misconduct of the City. Consultant has no obligation to pay for any of City Indemnitees defense related cost prior to a final determination of liability, or to pay any amount that exceeds Consultant’s finally determined percentage of liability based upon the comparative fault of Consultant, except as provided in Civil Code Section 2782.8(a) and (e). • Section 16 – Termination We request that the first sentence of this section is revised to reflect the following: This Agreement may be terminated by the City, or Consultant, upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions. NOTE: ONLY THE CHANGES TO SECTION 8 WERE ACCEPTED BY CITY 2