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<br />City of Santa Ana
<br />Community Development.Agency
<br />November 3, 2010
<br />Page 3 of 7
<br />• Client shall indemnify, defend and hold harmless Consultant and its. principals, agents and
<br />employees from and against .any and all damages, suits, actions, claims, costs (including
<br />attorney's fees), and expenses directly or indirectly related to Consultant's Services provided by
<br />him for Client, provided that. such damages, suits, actions, claims, costs, and expenses are notthe
<br />result of Consultant's sole negligence or intentional misconduct. Client agrees that the
<br />indemnification provisions. shall remain in full force and effect until',such time when .all of Client's
<br />work has been completetl and. all legal actions, suits, and claims, if any, pertaining to this Project,
<br />have been concluded by court action, arbitration orsettlement.
<br />• This Agreement shall be construed and enforced. in accordance.. with the. laws of the State of
<br />California, and any action or proceeding maintained hereunder shall be brought in Los Angeles
<br />County.
<br />Notwithstanding any other provision of this Agreement,. and to the fullest extent permitted by
<br />law, neither Client nor Consultant, their respective officers,. directors, partners, employees,
<br />contractors or subconsultants shall be liable to the other or shall make any claim for any
<br />incidental, indirect or consequential damages arising out of ar connected 'in any way to the
<br />Project or to this Agreement. This mutual waiver of consequential damages shall include., but is
<br />not limited to, loss of use, loss of profit, toss. of business,. lass of income, loss. of reputation or any
<br />other consequential damages that either party may have incurred from any cause of action
<br />including negligence, strict liability, breach of contract and breach of strict or implied warranty.
<br />Both Client and Consultant: shall require similar waivers of consequential damages protecting. all
<br />the entities or persons named. herein in all contracts and subcontracts with others involved in
<br />this Project.
<br />Client agrees that Consultant is not responsible for damages arising directly or indirectly from
<br />any delays for Causes beyond Consultant's control. For purposes of this. Agreement, such causes
<br />include., but are not limited to, strikes or other tabor disputes; severe weather disruptions or
<br />other naturak disasters; fires, riots, war or other emergencies or acts of God; failure of any
<br />governmental agency to act In timely manner; failure of performance by Client or C[ient's
<br />contractors or consultants; or discovery of any hazardous substances or differing site conditions.
<br />In addition, if the delays resulting from any such causes increase the cost or Time required by
<br />Consultant to perform. its services in an orderly and efficient manner, Consultant shall be entitled
<br />to an equitable adjustment in schedule and/or compensation.,
<br />• Client, agrees that in the instance it is sued by a third party, such as contractor, subcontractor, sub-
<br />subcontractor, or design professional regarding the Project, that Client, will not sue or, in any
<br />other manner, baring Consultant as a direct party into the litigation., claim, or arbitration during its
<br />pendency.
<br />• Client has a duty to keep Consultant informed of any developments on the Project. that may have
<br />an impact on Consultant's Services or that may have an impact on the execution of the terms of
<br />this Agreement. Client will immediately notify Consultant of :any delays or changes to the
<br />Project's schedule.
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