City Council

10. INDEMNIFICATION\n10. The parties agree that City, its officers, agents, employees and volunteers should, to the\nfullest extent permitted by law, be protected from any and all loss, injury, damage, claim,\nlawsuit, cost, expense, attorneys' fees, litigation costs, or any other cost arising out of or\nin any way related to the performance of this Agreement. Accordingly, the provisions of\nthis indemnity provision are intended by the parties to be interpreted and construed to\nprovide the City with the fullest protection possible under the law. Consultant\nacknowledges that City would not enter into this Agreement in the absence of\nConsultant'\ns commitment to indemnify and protect City as set forth herein.\n2\n10. To the fullest extent indemnify, hold harmless and\npermitted by law, Consultant shall\ndefend City, its officers, agents, employees and volunteers from and against any and all\nclaims and losses, costs or expenses for any damage due to death or injury to any person\nand injury to any property resulting from any alleged intentional, reckless, negligent, or\notherwise wrongful acts, errors or omissions of Consultant or any of its officers,\nemployees, servants, agents, or subcontractors in the performance of this Agreement.\nSuch costs and expenses shall include reasonable attorneys' fees due to counsel of City'\ns\nchoice.\n3\n10. City shall have the right to offset against the amount of any compensation due Consultant\nunder this Agreement any amount due City from Consultant as a result of Consultant'\ns\nInitials: ( City) Contractor) Or Page 5 of 26\nv. 7.\n0 Last Update: 05/\n( 04/\n22)\nProfessional Services Agreement\nProviding for Payment of Prevailing Wages\nCity of Calabasas//\nMNS Engineers, Inc.\nfailure to pay City promptly any indemnification arising under this Section 10 and related\nto s\nConsultant' failure to either ( i)pay taxes on amounts received pursuant to this\nAgreement or ( ii)comply with applicable workers' compensation laws.\n4\n10. The obligations of Consultant under this Section 10 will not be limited by the provisions\nof any workers' compensation act or similar act. Consultant expressly waives its\nstatutory immunity under such statutes or laws as to City, its officers, agents, employees\nand volunteers.\n5\n10. Consultant agrees to obtain executed indemnity agreements with provisions identical to\nthose set forth here in this Section 10 from each and every subcontractor or any other\nof Consultant in the performance of\nperson or entity involved by, for, with or on behalf\nthis Agreement. In the event Consultant fails to obtain such indemnity obligations from\nothers as required herein, Consultant agrees to be fully responsible and indemnify, hold\nharmless and defend City, its officers, agents, employees and volunteers from and against\nany and all claims and losses, costs or expenses for any damage due to death or injury\nto\nany person and injury to any property resulting from any alleged intentional, reckless,\nnegligent, or otherwise wrongful acts, errors or omissions of Consultant'\ns subcontractors\nor any other person or entity involved by, for, with\nor on behalf of Consultant in the\nperformance of this Agreement. Such costs and expenses shall include reasonable\nattorneys' fees incurred by counsel of City'\ns choice.\n6\n10. City does not, and shall not, waive any rights that it may possess against Consultant\nbecause of the acceptance by City, or the deposit with City, of any insurance policy or\ncertificate required pursuant to this Agreement. This hold harmless and indemnification\nprovision shall apply regardless of whether or not any insurance policies are determined\nto be applicable to the claim, demand, damage, liability, loss, cost or expense.