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6. ASSIGNMENT PROHIBITED, No party to this Agreement may assign any right or obligation
<br /> pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to
<br /> this Agreement shall be void and of no effect.
<br /> 7. PERSONNEL. Participant shall assign only competent personnel to perform services pursuant to
<br /> this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement,
<br /> desires the removal of any such persons, Participant shall, immediately upon receiving notice from City of
<br /> such desire of City, cause the removal of such person or persons.
<br /> 8. STANDARD OF PERFORMANCE. Participant shall perform all services required pursuant to this
<br /> Agreement in the manner and according to the standards observed by a competent practitioner of the
<br /> 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 /> 9. 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 /> 10. 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 /> 11. 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 /> 12. 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 /> F-4 General Provisions
<br /> Capital Improvement Loan Agreement-HCEB
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