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Noel Tapia, Attorney at Law
<br />Alvarez- Glasman & Colvin
<br />Re: Letter Agreenenifor Lyon Appeal
<br />Page 3
<br />INSURANCE: If Contractor is an employer or otherwise hires one or more employees
<br />during the term of this Project, Contractor shall also provide proof of workers' compensation coverage
<br />for such employees, which meets all requirements of state law. Contractor shall also provide errors and
<br />omissions professional liability insurance appropriate to its profession and in the amount of at least
<br />$1,000,000 per claim and $3,000,000 aggregate, with conditions and for a tenm acceptable to the City.
<br />TERMINATION: The City may terminate this Letter Agreement with cause, provided that
<br />cause shall not include the outcome of prior decisions. If the City finds it necessary to terminate this
<br />Letter Agreement before Project completion, Contractor shall be entitled to be paid in full for those
<br />Services completed prior to the notification of termination. Contractor may terminate this Letter
<br />Agreement upon 30 calendar days' written notice to the City
<br />INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall defend,
<br />indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and
<br />harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or
<br />injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner
<br />arising out of, pertaining to, or incident to any alleged negligent acts, errors or omissions of Contractor,
<br />its officials, officers, employees, subcontractors, consultants or agents in connection with the
<br />performance of the Contractor's Services, the Project or this Letter Agreement, including without
<br />limitation the payment of all consequential damages, expert witness' fees and attorneys' fees and other
<br />related costs and expenses. Contractor's obligation to indemnify shall survive expiration or
<br />termination of this Letter Agreement, and shall not be restricted to insurance proceeds, if any, received
<br />by the City, its directors, officials, officers, employees, agents, or volunteers, hi no event shall a
<br />decision of Contractor on a particular hearing be considered grounds for Contractor liability or
<br />indermufication by Contractor under this Letter Agreement,
<br />DISCLAIMER OF GUARANTEE AND ESTIMATES. Nothing in this Agreement and nothing in
<br />Attorney's statements to Client will be construed as a promise or guarantee about the outcome of the
<br />case or legal work which Attorney performs for Client. Attorney makes no such promises or
<br />guarantees. Attorney's comments about the outcome of any matter which Attorney discusses with
<br />client, including continents about the outcome of case(s) or legal work which Attorney performs for
<br />Client are expressions of opinion only. Any estimate of fees given by Attorney shall not be a
<br />guarantee, Actual fees may vary from estimates given.
<br />ENTIRE AGREEMENT, This Agreement contains the entire agreement of the parties. No
<br />other agreement, statement or promise made on or before the effective date of this Agreement will be
<br />binding on the parties.
<br />SANTA ANA CITY COUNCIL
<br />Miguel A. Pulido Vincent F. Sarmlento Michele Martinez Angelica Amezoes P. David Benavides Roman Reyna Sal Tinajero
<br />Mayor Mayor Pro l'em, We'd 1 Word Word Word Word Ward
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