Agmt 2003 Winzler & Kelly Consulting Engineers

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such handicap or disability, be subjected to discrimination in employment by Contractor. (d) Reports. Contractor shall provide such reports and/or documents to City demonstrating compliance with the terms hereof. 9. STANDARD OF PERFORMANCE. Contractor shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Contractor is engaged in the geographical area in which Contractor practices its profession. All instruments of service of whatsoever nature which Contractor delivers to City pursuant to this Agreement shall be prepared in a submit-an~'~~ss professional and workmanlike manner and conform to the standards of quality normally observed by a person practicing in Contractor's profession. 10. HOLD HARMLESS AND RESPONSIBILITY OF CONTRACTORS. (a) Contractor shall take all responsibility for the work, shall bear all losses and damages directly or indirectly resulting to him, to any subcontractor, to the City, to City officers and employees, or to parties designated by the City, on account of the performance or character of the work, unforeseen difficulties, accidents, occurrences or other causes predicated on active or passive negligence of the Contractor or of any subcontractor. For matters not arising out of Contractor's professional services, Contractor shall indemnify, defend and hold harmless the City, its officers, officials, directors, employees and agents from and against any or all loss, liability, expense, claim, reasonable costs (including reasonable costs of defense), suits, and damages of every kind, nature and description directly or indirectly arising from the performance of the work. This paragraph shall not be construed to exempt the City, its employees and officers from its own fraud, willful injury or violation of law whether willful or negligent. For purposes of Section 2782 of the Civil Code the parties hereto recognize and agree that this agreement is not a construction contract. By execution of this Agreement, Contractor acknowledges and agrees that it has read and understands the provisions hereof and that this paragraph is a material element of consideration. (b) For professional services provided under this Agreement, Contractor shall defend, indemnify, and hold harmless the City, its off cers, employees and volunteers from and against any and all demands, claims, actions, losses, liabilities, damages, and costs, including reasonable attorneys' fees, arising out of or resulting from the negligent performance of professional services provided under this Agreement. (c) Approval of the insurance contracts does not relieve the Contractor or subcontractors from liability under this paragraph. GSA-Winzler and Kelly Page 24 of 25 West EstudillolHistoric Downtown Improvement Project No. 961-86-045