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6. Authorization. This Agreement becomes effective when endorsed by both parties
<br /> in the space provided below.
<br /> 7. Reliance on Specialize� Professional Skiil of VENQCIR. VENDOF� repfesents
<br /> that it has the necessary professionai skiils to perForm th� services required and
<br /> the CITY shail rely on such speci�lized skills of the VENDOR to do and perForm
<br /> the wvrk. In perForming senrices hereunder VENDOR shall adhere to the
<br /> standards generally prevailing for the performance af expert consulting services
<br /> similar to those to be perform�d by VENDOR hereunder.
<br /> 8. Documents. All documents, plans, drawings, renderings, and other papers, or
<br /> copies thereof, �s finally rendered, prepared by VENDOR. pursuant to the terms
<br /> o# this Agreement, shall, upon prepara#ian and delivery to CITY, become the
<br /> properly of C1TY
<br /> 9. Rel�tionship of Parties. !t is ur�derstood that the relationship af VENDOR to the
<br /> CITY is that of an independent contrac#or and all persons working for or under
<br /> the direc#ion of VENDOR are its agents or employees and not agents or
<br /> employees of the CITY.
<br /> 10. Schedule. VEND(3R shall adhere to the schedule set forth in Exhibit A; provided,
<br /> that CiTY shall grant reasonab(e extensions of time for the delivery of products or
<br /> p�rformance o# services occasioned by govemmentai reviews vf VENDOR's
<br /> work product or other unavoidable delays.
<br /> VENDOR acknowlec#ges the importance to C1TY of timely delivery of products or
<br /> services and agrees to put farth its best professianal efforts to perform in a
<br /> manner consistent with that schedu(e.
<br /> 11. Indemnitv. VENDOR hereby agrees to defend, indemnifiy, and save harmless
<br /> e1T� and Estero Municipal Improvement District, ifs Council, baards,
<br /> commissions, o#ficers, employees and agents, from and against any and all
<br /> claim�, suits, actions liability, loss, dam.age, e�cpense, cost (includ"ing, without
<br /> limitation, costs and fiees af litigatian) of ev�ry nature, I�ind or description, which
<br /> may be brought against, or suffered or sustained by, CITY or Estero Municipal
<br /> lmprovement District, its Council, boards, commissions, officer�, employees or
<br /> agents caused by, or alleged to have been caused by, the neg�igence, ir�tentional
<br /> tortuous act or omission, or wilfful misconduct af VENDOR, its officers,
<br /> emplayees or agents in the perFormance of any service.s 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 �othing her�in co�tained shall be construer� to
<br /> requ.ire VENDOR to indemnify GITY and Estera Muni�ipal Improvemenf District,
<br /> REV:10-14-14 MLG
<br /> Page 3 of 12
<br /> ATTY/AGR2Q14.2091Development of Ca(Opps for Foster City
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