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7. PERSONNEL. Contractor shall assign only competent personnel to perform services
<br />pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the
<br />term of this Agreement, desires the removal of any such persons, Contractor shall, immediately
<br />upon receiving notice from city of such desire of City, cause the removal of such person or
<br />persons.
<br />8. STANDARD OF PERFORMANCE. Contractor shall perform all services required
<br />pursuant to this Agreement in the manner and according to the standards observed by a
<br />competent practitioner of the profession in which Contractor is engaged in the geographical area
<br />in which Contractor practices its profession. All instruments of service of whatsoever nature
<br />which Contractor delivers to City pursuant to this Agreement shall be prepared in a substantial,
<br />first class and workmanlike manner and conform to the standards of quality normally observed by
<br />a person practicing in Contractor's profession.
<br />9. HOLD HARMLESS AND RESPONSIBILITY OF CONTRACTORS. Contractor shall
<br />take all responsibility for the work, shall bear all losses and damages directly or indirectly resulting
<br />to him, to any subcontractor, to the City, to City officers and employees, or to parties designated
<br />by the City, on account of the performance or character of the work, unforeseen difficulties,
<br />accidents, occurrences or other causes predicated on active or passive negligence of the
<br />Contractor or of any subcontractor. Contractor shall indemnify, defend and hold harmless the
<br />City, its officers, officials, directors, employees and agents from and against any or all loss,
<br />liability, expense, claim, costs (including costs of defense), suits, and damages of every kind,
<br />nature and description directly or indirectly arising from the performance of the work to the
<br />extent that they are caused by the negligent acts, errors, or omissions of the Contractor. This
<br />paragraph shall not be construed to exempt the City, its employees and officers from its own
<br />fraud, willful injury or violation of law whether willful or negligent. For purposes of Section 2782
<br />of the Civil Code the parties hereto recognize and agree that this agreement is not a construction
<br />contract. By execution of this Agreement, Contractor acknowledges and agrees that it has read
<br />and understands the provisions hereof and that this paragraph is a material element of
<br />consideration.
<br />Approval of the insurance contracts does not relieve the Contractor or subcontractors from
<br />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, Contractor shall comply with all applicable
<br />rules and 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 Contractor pursuant to this
<br />Agreement shall become the property of City upon completion of the work to be performed
<br />hereunder or upon termination of the Agreement.
<br />12. COMPLIANCE WITH APPLICABLE LAWS. Contractor shall comply with all laws
<br />applicable to the performance of the work hereunder, including, but not limited to, laws
<br />prohibiting discrimination based on race, religious creed, color, national origin, ancestry, physical
<br />handicap, medical condition, marital status or sex.
<br />Exhibit D Page 4 of 5
<br />6/12/95 rev.
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