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SECTION 1: AGREEMENT STATEMENT <br />NBS accepts the terms, conditions and general form of the City of Santa Ana standard Consultant <br />Services Agreement with the following modification(s): <br />Update last three sentences in Section 7: <br />7. INDEMNIFICATION <br />The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the <br />City Including fees and costs for special counsel to be selected by Consultant and approved by the <br />City (which approval shall not be unreasonably withheld), regarding any action by a third party <br />challenging the validity a authority of Consultant to enter into this Agreement, or asserting that <br />personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal <br />or property rights arises by reason of the terms of, or effects arising from this Agreement. City may <br />make all reasonable decisions with respect to its representation in any legal proceeding but shall <br />not be entitled to settle any claim without the prior written consent of Consultant. Notwithstanding <br />the foregoing, the above duty to indemnify, including the duty to and cost to defend, shall be limited <br />to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct <br />of the Consultant. If it is finally adjudicated that liability is caused by the comparative negligence or <br />willful misconduct of an indemnified party, then Consultant's indemnification obligation shall be <br />reduced in proportion to the established comparative liability.�� <br />00 27x°92.9, ttheabe extent vgbired-b} <br />Civil C -,e ligease, <br />reeklezanees;aww l misseRensukaat <br />,d p � BS City of Santa Ana <br />�`W RFP No, 17-081 Comprehensive Proposition 218 Fees and Charges Compliance Assessment <br />25A-17 <br />