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7. PERSONNEL. Subgrantee shall assign only competent personnel to perform
<br />services pursuant to this Agreement. In the event that City, in its sole
<br />discretion, at any time during the term of this Agreement, desires the removal
<br />of any such persons, Subgrantee shall, immediately upon receiving notice from
<br />city of such desire of City, cause the removal of such person or persons.
<br />8. STANDARD OF PERFORMANCE. Subgrantee shall perform all services required
<br />pursuant to this Agreement in the manner and according to the standards observed
<br />y a competent practitioner of the profession in which Subgrantee is engaged in
<br />the geographical area in which Subgrantee Practices its profession. All
<br />instruments of service of whatsoever nature which Subgrantee delivers to City
<br />pursuant to this Agreement shall be prepared in a substantial, first class and
<br />workmanlike manner and conform to the standards of quality normally observed by
<br />a person practicing in Subgrantee's profession.
<br />9. HOLD HARMLESS AND RESPONSIBILITY OF SUBGRANTEES. Subgrantee shall take all
<br />responsibility for the work, shall bear all losses and damages directly or
<br />indirectly resulting to him, to any subcontractor, to the City, to City officers
<br />and employees, or to parties designated by the City, on account of the
<br />performance or character of the work, unforeseen difficulties, accidents,
<br />occurrences or other causes predicated on active or passive negligence of the
<br />Subgrantee or of any subcontractor. Subgrantee shall indemnify, defend and hold
<br />harmless the City, its officers, officials, directors, employees and agents from
<br />and against any or all loss, liability, expense, claim, costs (including costs
<br />of defense), suits, and damages of every kind, nature and description directly
<br />or indirectly arising from the performance of the work. This paragraph shall not
<br />be construed to exempt the City, its employees and officers from its own fraud,
<br />willful injury or violation of law whether willful or negligent. For purposes
<br />of Section 2782 of the Civil Code the parties hereto recognize and agree that
<br />this agreement is not a construction contract. By execution of this agreement
<br />Subgrantee 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 Subgrantee or
<br />subcontractors from liability under this paragraph.
<br />10. GOVERNMENTAL REGULATIONS. To the extent that this Agreement may be funded
<br />by fiscal assistance from another governmental entity, Subgrantee shall comply
<br />with all applicable rules and regulations to which City is bound by the terms of
<br />such fiscal assistance program.
<br />11. DOCUMENTS. All reports, data, maps, models, charts, studies, surveys,
<br />photographs, memoranda or other written documents or materials prepared by
<br />Subgrantee pursuant to this Agreement shall become the property of City upon
<br />completion of the work to be performed hereunder or upon termination of the
<br />Agreement.
<br />12. COMPLIANCE WITH APPLICABLE LAWS Subgrantee shall comply with all laws
<br />applicable to the performance of the work hereunder, including, but not limited
<br />to, laws prohibiting discrimination based on race, religious creed, color,
<br />national origin, ancestry, physical handicap, medical condition, marital status
<br />or sex.
<br />Exhibit D; Page 5 of 5
<br />10/18/88 Rev.; 4/20/89 Rev.;
<br />1/10/90 Rev.; 4/16/90 Rev.;
<br />1/21/92 Rev.; 8/10/92 Rev.;
<br />4/27/93 Rev.
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