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John Farnkopf, P.E.
<br />September 3, 2013
<br />Page 2
<br />Consultant shall provide proof of commercial general liability and automobile
<br />insurance to the CAO in amounts and with policies, endorsements and condition required by
<br />CAO for the Services. If Consultant is an employer or otherwise hires one or more employees
<br />during the term of this Project, Consultant shall also provide proof of workers compensation
<br />coverage for such employees which meets all requirements of State law.
<br />Services on the Project shall begin immediately and be completed by the deadline
<br />provided by our office, unless extended by CAO in writing. CAO may terminate this Letter of
<br />Agreement at any time with or without cause. If CAO finds it necessary to terminate this Letter
<br />of Agreement without cause before Project completion, Consultant shall be entitled to be paid in
<br />full for those Services adequately completed prior to the notification of termination. Consultant
<br />may terminate this Letter of Agreement for cause only.
<br />Consultant shall indemnify and hold CAO, its officers, employees, and agents,
<br />and the City of Santa Ana , its officials, officers, employees, agents and volunteers, free and
<br />harmless from any and all claims, demands, causes of action, expenses, liabilities, losses,
<br />damages and injuries to property or persons, including wrongful death, to the extent caused by or
<br />arising out of any negligent acts or omissions or willful misconduct of Consultant, its officials,
<br />officers, employees, agents, consultants and contractors arising out of or in connection with the
<br />performance of the Services under this Agreement, including, without limitation, the payment of
<br />reasonable attorneys fees and other related costs and expenses.
<br />Consultant's services are for purposes of assisting the City Attorney, and are thus
<br />subject to a variety of privileges, including the attorney work product privilege. All documents,
<br />records, correspondence including emails, audio or video recordings, photographs, written notes,
<br />reports, information and data regardless of physical form or characteristics that is provided to or
<br />prepared by or assembled by Consultant shall be deemed confidential and shall be maintained as
<br />such at all times during and after the services hereunder described are provided to CAO. Any
<br />audio or video recordings, photographs, written notes, reports, correspondence including emails,
<br />or any other document or record regardless of physical form or characteristics that is maintained
<br />by Consultant in performance of the Services shall not be released to any third parry without
<br />CAO's written consent.
<br />If you agree with the terms of this Letter of Agreement, please indicate by signing
<br />and dating where indicated below. An original, executed copy of this Letter of Agreement is
<br />enclosed for your records.
<br />[Signatures on following page]
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