City Council

11. INDEMNIFICATION\n(a) Indemnification for Professional Liability.\n(i) Indemnification for Professional Liability Generally. When the law\nestablishes a professional standard of care for CONSULTANT’s services, to the fullest\nextent permitted by law, CONSULTANT shall indemnify, protect, defend, and hold\nharmless CITY and any and all of its officials, employees, and agents (“INDEMNIFIED\nPARTIES”) from and against any and all losses, liabilities, damages, costs, and\nexpenses, including attorney’s fees and costs to the extent the same are caused in whole\nor in part by any negligent or wrongful act, error, or omission of CONSULTANT, its\nofficers, agents, employees, or subconsultants (or any entity or individual that\nCONSULTANT shall bear the legal liability thereof) in the performance of professional\nservices under this AGREEMENT.\n(ii) Indemnification for Services of a Design Professional. If this\nAGREEMENT is for design professional services, CONSULTANT’s duty to defend,\nindemnity, and hold CITY harmless for CONSULTANT’s design professional liability shall\nbe as provided in this paragraph. To the fullest extent permitted by law, CONSULTANT\nshall indemnify, protect, defend, and hold harmless INDEMNIFIED PARTIES from and\nagainst any and all losses, liabilities, damages, costs, expenses, and claims, including\nattorney’s fees and costs, to the extent the same arise out of, pertain to, or relate to the\nnegligence, recklessness, or willful misconduct of the CONSULTANT. In no event shall\nthe cost to defend charged to the CONSULTANT exceed the CONSULTANT’S\nproportionate percentage of fault. CONSULTANT shall not be liable for any injuries or\nproperty damage resulting from the reuse of the design at a location other than that\nspecified in this AGREEMENT without the written consent of CONSULTANT.\n(b) Indemnification for Other Than Professional Liability. Other than in the\nperformance of professional services and to the full extent permitted by law, CONSULTANT\nshall indemnify, defend, and hold harmless CITY, and any and all of its employees, officials,\nand agents from and against any liability (including liability for claims, suits, actions,\narbitration proceedings, administrative proceedings, regulatory proceedings, losses,\nexpenses, or costs of any kind, whether actual, alleged, or threatened, including attorney’s\nfees and costs, court costs, interest, defense costs, and expert witness fees), where the\nsame arise out of, are a consequence of, or are in any way attributable to, in whole or in\nPage 37\nPlaceworks Contract\n16300 Euclid Street – Euclid & Heil Residential Project\nPage 6 of 18\npart, the performance of this AGREEMENT by CONSULTANT or by any individual or entity\nfor which CONSULTANT is legally liable, including but not limited to officers, agents,\nemployees, or subconsultants of CONSULTANT.\n(c) General Indemnification Provisions. CONSULTANT agrees to obtain executed\nindemnity agreements with provisions identical to those set forth here in this section from\neach subconsultant or any other person or entity involved by, for, with or on behalf of\nCONSULTANT in the performance of this AGREEMENT.\nIn the event CONSULTANT fails to obtain such indemnity obligations from others as required\nhere, CONSULTANT agrees to be fully responsible according to the terms of this section.\nFailure of CITY to monitor compliance with these requirements imposes no additional\nobligations on CITY and will in no way act as a waiver of any rights hereunder. This obligation\nto indemnify and defend CITY as set forth here is binding on the successors, assigns, or\nheirs of CONSULTANT and shall survive the termination of this AGREEMENT or this section.\nNothing in this indemnity shall be construed as authorizing any award of attorney’s fees in\nany action on or to enforce the terms of this Indemnity or AGREEMENT. This indemnity shall\napply to all claims and liability regardless of whether any insurance policies are applicable.\n(d) Indemnity Provisions for Contracts Related to Construction. This paragraph\napplies only when this AGREEMENT is related to construction. Without affecting the rights\nof CITY under any provision of this AGREEMENT, CONSULTANT shall not be required to\nindemnify and hold harmless CITY for liability attributable to the active negligence of CITY,\nprovided such active negligence is determined by agreement between the parties or by the\nfindings of a court of competent jurisdiction. In instances where CITY is shown to have been\nactively negligent and where CITY’s active negligence accounts for only a percentage of the\nliability involved, the obligation of CONSULTANT will be for that entire portion or percentage\nof liability not attributable to the active negligence of CITY.