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profession in which Participant is engaged in the geographical area in which Participant practices its
<br />profession. All instruments of service of whatsoever nature which Participant delivers to City pursuant to
<br />this Agreement shall be prepared in a substantial, first class and workmanlike manner and conform to the
<br />standards of quality normally observed by a person practicing in Participant's profession.
<br />11. HOLD HARMLESS AND RESPONSIBILITY OF PARTICIPANTS. Participant shall take all
<br />responsibility for the work, shall bear all losses and damages directly or indirectly resulting to him/her, to
<br />any subcontractor, to the City, to City officers and employees, or to parties designated by the City, on
<br />account of the performance or character of the work, unforeseen difficulties, accidents, occurrences or
<br />other causes predicated on active or passive negligence of the Participant or of any subcontractor.
<br />Participant shall indemnify, defend and hold harmless the City, its officers, officials, directors, employees
<br />and agents from and against any or all loss, liability, expense, claim, costs (including costs of defense),
<br />suits, and damages of every kind, nature and description directly or indirectly arising from the performance
<br />of the work. This paragraph shall not be construed to exempt the City, its employees and officers from its
<br />own fraud, willful injury or violation of law whether willful or negligent. For purposes of Section 2782 of the
<br />Civil Code the parties hereto recognize and agree that this agreement is not a construction contract. By
<br />execution of this Agreement, Participant acknowledges and agrees that it has read and understands the
<br />provisions hereof and that this paragraph is a material element of consideration.
<br />Approval of the insurance contracts does not relieve the Participant or subcontractors from liability under
<br />this paragraph.
<br />12. GOVERNMENTAL REGULATIONS. To the extent that this Agreement may be funded by fiscal
<br />assistance from another governmental entity, Participant shall comply with all applicable rules and
<br />regulations to which City is bound by the terms of such fiscal assistance program,
<br />13. DOCUMENTS. All reports, data, maps, models, charts, studies, surveys, photographs,
<br />memoranda or other written documents or materials prepared by Participant pursuant to this Agreement
<br />shall become the property of City upon completion of the work to be performed hereunder or upon
<br />termination of the Agreement.
<br />14. COMPLIANCE WITH APPLICABLE LAWS. Participant shall comply with all laws applicable to the
<br />performance of the work hereunder, including, but not limited to, laws prohibiting discrimination based on
<br />race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status or
<br />sex.
<br />15. USE OF RECYCLED PRODUCTS. Participants shall prepare and submit all reports, written
<br />studies and other printed material on recycled paper to the extent it is available at equal or less cost than
<br />virgin paper.
<br />16. TERMINATION. Notwithstanding any provision herein to the contrary, upon declaration or a
<br />budget emergency, City reserves the right to terminate this agreement upon (15) fifteen days notice to
<br />Participant,
<br />Fiscal Year 09-10 F-5 General Provisions
<br />Capital Improvement Loan Agreement
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