Design Professional Services. (1) Duty to Indemnify, duty to defend and hold harmless for “Design Professional” services (as that term is defined pursuant to California Civil Code Section 2782.8): To the fullest extent provided by law, Design Professional agrees to indemnify, defend, and hold harmless District, its agents, officers and employees, from and against any claim, demand, action, proceeding, suit, liability, damage, cost (including reasonable attorneys’ fees) or expense for, including but not limited to, damage to property, the loss or use thereof, or injury or death to any person, including Design Professional’s officers, agents, and employees (“Claim”), to the extent that the claims against the indemnitee arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Design Professional. In no event shall the cost to defend charged to the Design Professional exceed the Design Professional’s proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the Design Professional shall meet and confer with other parties regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Session 2782.8. The Design Professional’s duty to indemnify, defend, and hold harmless shall not include any Claim arising from the active negligence, sole negligence or willful misconduct of District, its agents, officers, or employees.
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