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7.1.B. - Page 5
<br /> 6. Authorization. This Agreement becomes effective when endorsed by both parties
<br /> in the space provided below.
<br /> 7. Reliance on Specialized Professional Skill of VENDOR. VENDOR represents
<br /> that it has the necessary professional skills to perform the services required and
<br /> the CITY shall rely on such specialized skills of the VENDOR to do and perform
<br /> the work. In performing services hereunder VENDOR shall adhere to the
<br /> standards generally prevailing for the performance of expert consulting services
<br /> similar to those to be performed by VENDOR hereunder.
<br /> 8. Documents. All documents, plans, drawings, renderings, and other papers, or
<br /> copies thereof, as finally rendered, prepared by VENDOR pursuant to the terms
<br /> of this Agreement, shall, upon preparation and delivery to CITY, become the
<br /> property of CITY
<br /> 9. Relationship of Parties. It is understood that the relationship of VENDOR to the
<br /> CITY is that of an independent contractor and all persons working for or under
<br /> the direction of VENDOR are its agents or employees and not agents or
<br /> employees of the CITY.
<br /> 10. Schedule. VENDOR shall adhere to the schedule set forth in Exhibit A; provided,
<br /> that CITY shall grant reasonable extensions of time for the delivery of products or
<br /> performance of services occasioned by governmental reviews of VENDOR's
<br /> work product or other unavoidable delays.
<br /> VENDOR acknowledges the importance to CITY of timely delivery of products or
<br /> services and agrees to put forth its best professional efforts to perform in a
<br /> manner consistent with that schedule.
<br /> 11. Indemnity. VENDOR hereby agrees to defend, indemnify, and save harmless
<br /> CITY and Estero Municipal Improvement District, its Council, boards,
<br /> commissions, officers, employees and agents, from and against any and all
<br /> claims, suits, actions liability, loss, damage, expense, cost (including, without
<br /> limitation, costs and fees of litigation) of every nature, kind or description, which
<br /> may be brought against, or suffered or sustained by, CITY or Estero Municipal
<br /> Improvement District, its Council, boards, commissions, officers, employees or
<br /> agents caused by, or alleged to have been caused by, the negligence, intentional
<br /> tortuous act or omission, or willful misconduct of VENDOR, its officers,
<br /> employees or agents in the performance of any services or work pursuant to this
<br /> Agreement.
<br /> The duty of VENDOR to indemnify and save harmless, as set forth herein, shall
<br /> include the duty to defend as set forth in Section 2778 of the California Civil
<br /> Code; provided, however, that nothing herein contained shall be construed to
<br /> require VENDOR to indemnify CITY and Estero Municipal Improvement District,
<br /> REV: 10 -14 -14 MLG
<br /> Page 3 of 12
<br /> ATTY /AGR.2014.209 /Development of CalOpps for Foster City
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