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10. Other Provisions: The parties hereto further agree as follows: <br />(a) Indemnification. ENGINEER shall release, defend, indemnify and hold CITY and <br />its officers, agents and employees harmless from and against all damager, injuries <br />(including death), claims, property damages (including loss of use), losses, demands, <br />suits, judgments and costs, including reasonable attorney's fees and expenses, in any <br />way arising out of, related to, or resulting from the services provided by ENGINEER <br />and to the extent caused by the negligent act or omission or intentional wrongful act <br />or omission of ENGINEER, its officers, agents, employees, subcontractors, licensees, <br />invitees or any other third parties for whom Engineer is legally responsible <br />(hereinafter "Claims"). ENGINEER is expressly required to defend CITY against all <br />such Claims. <br />In its sole discretion, CITY shall have the right to approve defense counsel to be <br />retained by ENGINEER in fulfilling its obligation hereunder to defend and indemnify <br />CITY unless such right is expressly waived by CITY in writing. CITY reserves the <br />right to provide a portion or all of its own defense; however, CITY is under no <br />obligation to do so. Any such action by CITY is not to be construed as a waiver of <br />Engineer's obligation to defend CITY or as a waiver of ENGINEER's obligation to <br />indemnify CITY pursuant to this Agreement. ENGINEER shall retain CITY <br />approved defense counsel within seven (7) business days of CITY's written notice <br />that CITY is invoking its right to indemnification under this Agreement. If <br />ENGINEER fails to retain counsel within such time period, CITY shall have the right <br />to retain defense counsel on its own behalf, and ENGINEER shall be liable for all <br />costs incurred by CITY. <br />(b) Any opinion of the probable construction cost prepared by the ENGINEER represents <br />only his judgment as a design professional and is supplied for the general guidance of <br />the OWNER. Since the ENGINEER has no control over the cost of labor and <br />material, or many other factors, the ENGINEER does not imply nor guarantee the <br />accuracy of such opinions. If the OWNER elects to redesign or rebid the project to <br />reduce costs, ENGINEER' S services for such rebidding or redesign shall be <br />additional services. <br />(c) The ENGINEER has not been retained or compensated to provide design and <br />construction review services relating to any construction contractor's safety <br />precautions or to means, methods, techniques, sequences, or procedures required for <br />the contractor to perform his work, but not relating to the final or completed <br />structure. The ENGINEER does not in any manner guarantee the performance of the <br />construction contractors. <br />(d) ENGINEER will strive to perform services hereunder in a manner consistent with <br />that level of care and skill ordinarily exercised by members of the profession <br />currently practicing in the same locality under similar conditions. No other <br />3 <br />