Common use of Defense and Indemnification Clause in Contracts

Defense and Indemnification. 12.1 Consultant agrees to indemnify, defend (with attorneys approved by City), and hold harmless the City, and its officers, officials, agents and employees (the “Indemnified Parties”) from any and all claims, demands, costs or liability that arise out of, or pertain to, or relate to the Consultant, its employees, agents, and subcontractors performance of services under this Agreement. Consultant’s duty to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from the sole negligence or willful misconduct by the City or its elected officials, officers, agents, and employees. Consultant's indemnification obligations shall not be limited by the insurance provisions of this Agreement. The Parties expressly agree that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

Defense and Indemnification. 12.1 Consultant a. Contractor hereby agrees to defend, indemnify, defend (with attorneys approved by City), reimburse and hold harmless the City, its appointed and its officers, elected officials, agents and employees (the “Indemnified Parties”) for, from any and against all liabilities, claims, demandsjudgments, costs suits or liability that arise demands for damages to persons or property arising out of, or pertain toresulting from, or relate relating to the Consultant, its employees, agents, and subcontractors performance of services work performed under this Agreement. Consultant’s duty Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from be the sole negligence or willful misconduct by of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of Contractor or its elected officialssubcontractors either passive or active, officersirrespective of fault, agentsincluding City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City. b. Contractor’s duty to defend and employeesindemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Xxxxxxxx has filed suit on the Claim. Consultant's indemnification obligations Contractor’s duty to defend and indemnify City shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages. c. Contractor will defend any and all Claims which may be brought or threatened against City and will pay on behalf of City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation. Such payments on behalf of City shall be in addition to any other legal remedies available to City and shall not be limited by considered City’s exclusive remedy. d. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the insurance provisions liability of the Contractor under the terms of this Agreementindemnification obligation. The Parties expressly agree Contractor shall obtain, at its own expense, any additional insurance that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under it deems necessary for the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, ’s protection. e. This defense and that this section will indemnification obligation shall survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

Defense and Indemnification. 12.1 (a) To the fullest extent permitted by law, the Consultant agrees to defend, indemnify, defend (with attorneys approved by City), reimburse and hold harmless the City, its appointed and its officers, elected officials, agents and employees for, from and against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or related to the work performed under this Agreement that are attributable to the negligence or fault of the Design Consultant or the Design Consultant’s agents, representatives, subcontractors, or suppliers (“Claims”). This indemnity shall be interpreted in the “Indemnified broadest possible manner consistent with the applicable law to indemnify the City. (b) Design Consultant's obligation to defend and indemnify may be determined after Design Consultant's liability or fault has been determined by adjudication, alternative dispute resolution, or otherwise resolved by mutual agreement between the Parties”. Design Consultant's duty to defend and indemnify City shall relate back to the time written notice of the Claim is first provided to City regardless of whether suit has been filed and even if Design Consultant is not named as a Defendant. (c) from Design Consultant will defend any and all claimsClaims which may be brought or threatened against City and will pay on behalf of City any expenses incurred by reason of such Claims including, demands, costs or liability that arise out of, or pertain but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or relate seeking to the Consultant, its employees, agents, enforce this indemnity obligation. Such payments on behalf of City shall be in addition to any other legal remedies available to City and subcontractors performance of services under this Agreement. Consultant’s duty to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from the sole negligence or willful misconduct by the City or its elected officials, officers, agents, and employees. Consultant's indemnification obligations shall not be limited by considered City’s exclusive remedy. (d) Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the insurance provisions liability of the Design Consultant under the terms of this Agreementindemnification obligation. The Parties expressly agree Design Consultant shall obtain, at its own expense, any additional insurance that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under it deems necessary for the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, ’s protection (e) This defense and that this section will indemnification obligation shall survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

Defense and Indemnification. 12.1 Consultant 9.1 Contractor agrees to indemnify, defend (with attorneys approved by City), and hold harmless the City, and its officers, officials, agents and employees (the “Indemnified Parties”) from any and all claims, demands, costs or liability that arise out of, or pertain to, or relate to the ConsultantContractor, its employees, agents, and subcontractors performance of services under this Agreement. ConsultantContractor’s duty to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from the sole negligence or willful misconduct by the City or its elected officials, officers, agents, and employees. Consultant's indemnification obligations shall not be limited by the insurance provisions of this Agreement. The Parties expressly agree that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 12.2 9.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant Contractor under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant Contractor provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant 9.3 Contractor agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by ConsultantContractor, its officers, agents, representatives, employees, sub-consultantsContractors, or anyone for whom Consultant Contractor is liable and that an adjudication of ConsultantContractor’s liability is not a condition precedent to ConsultantContractor's duty to defend. 9.4 This Section shall not be limited by any provision of insurance coverage either Party may have in effect during the term of this Agreement. This provision shall survive the expiration or termination of this Agreement.

Defense and Indemnification. 12.1 Consultant a. The Recipient hereby agrees to defend, indemnify, defend (with attorneys approved by City), reimburse and hold harmless the City, its appointed and its officers, elected officials, agents and employees (the “Indemnified Parties”) for, from any and against all liabilities, claims, demandsjudgments, costs suits or liability that arise demands for damages to persons or property arising out of, or pertain toresulting from, or relate relating to the Consultant, its employees, agents, and subcontractors performance of services work performed under this Agreement. Consultant’s duty Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from be the sole negligence or willful misconduct by of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of the Recipient or its elected officialssubcontractors either passive or active, officersirrespective of fault, agentsincluding City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City. b. The Recipient’s duty to defend and employeesindemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Claimant has filed suit on the Claim. Consultant's indemnification obligations The Recipient’s duty to defend and indemnify City shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages. c. The Recipient will defend any and all Claims which may be brought or threatened against City and will pay on behalf of City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation. Such payments on behalf of City shall be in addition to any other legal remedies available to City and shall not be limited by considered City’s exclusive remedy. d. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the insurance provisions liability of the Recipient under the terms of this Agreementindemnification obligation. The Parties expressly agree Recipient shall obtain, at its own expense, any additional insurance that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under it deems necessary for the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, ’s protection. e. This defense and that this section will indemnification obligation shall survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

Defense and Indemnification. 12.1 (a) To the fullest extent permitted by law, the Consultant agrees to defend, indemnify, defend (with attorneys approved by City), reimburse and hold harmless the City, its appointed and its officers, elected officials, agents and employees (the “Indemnified Parties”) for, from any and against all liabilities, claims, demandsjudgments, costs suits or liability that arise demands for damages to persons or property arising out of, or pertain toresulting from, or relate related to the work performed under this Agreement that are attributable to the negligence or fault of the Consultant or the Consultant, its employees, ’s agents, representatives, subcontractors, or suppliers (“Claims”). This indemnity shall be interpreted in the broadest possible manner consistent with the applicable law to indemnify the City. (b) Consultant’s duty to defend and subcontractors performance of services under this Agreementindemnify may be determined after Consultant’s liability or fault has been determined by adjudication, alternative dispute resolution, or otherwise resolved by mutual agreement between the Parties. Consultant’s duty to defend and indemnify under City shall relate back to the time written notice of the Claim is first provided to City regardless of whether suit has been filed and even if Consultant is not named as a Defendant. (c) Consultant will defend any and all Claims which may be brought or threatened against City and will pay on behalf of City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this section indemnity obligation. Such payments on behalf of City shall not include liability for damages for death or bodily injury be in addition to persons, injury any other legal remedies available to property, or other loss, damage or expense arising from the sole negligence or willful misconduct by the City or its elected officials, officers, agents, and employees. Consultant's indemnification obligations shall not be limited by considered City’s exclusive remedy. (d) Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the insurance provisions liability of the Consultant under the terms of this Agreementindemnification obligation. The Parties expressly agree Consultant shall obtain, at its own expense, any additional insurance that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under it deems necessary for the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, ’s protection. (e) This defense and that this section will indemnification obligation shall survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

Defense and Indemnification. 12.1 Consultant A. The Contractor hereby agrees to defend, indemnify, defend (with attorneys approved by City), reimburse and hold harmless the City, its appointed and its officers, elected officials, agents and employees (the “Indemnified Parties”) for, from any and against all liabilities, claims, demandsjudgments, costs suits or liability that arise demands for damages to persons or property arising out of, or pertain toresulting from, or relate relating to the Consultant, its employees, agents, and subcontractors performance of services work performed under this Agreement. Consultant’s duty Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from be the sole negligence or willful misconduct by of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of the Contractor or its elected officialssubcontractors either passive or active, officersirrespective of fault, agentsincluding City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City. B. The Contractor’s duty to defend and employeesindemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Xxxxxxxx has filed suit on the Claim. Consultant's indemnification obligations The Contractor’s duty to defend and indemnify City shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages. C. Contractor will defend any and all Claims which may be brought or threatened against City and will pay on behalf of City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation. Such payments on behalf of City shall be in addition to any other legal remedies available to City and shall not be limited by considered City’s exclusive remedy. D. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the insurance provisions liability of the Contractor under the terms of this Agreementindemnification obligation. The Parties expressly agree Contractor shall obtain, at its own expense, any additional insurance that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under it deems necessary for the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, ’s protection. E. This defense and that this section will indemnification obligation shall survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

Defense and Indemnification. 12.1 Consultant a. The Contractor hereby agrees to defend, indemnify, defend (with attorneys approved by City), reimburse and hold harmless the City, its appointed and its officers, elected officials, agents and employees (the “Indemnified Parties”) for, from any and against all liabilities, claims, demandsjudgments, costs suits or liability that arise demands for damages to persons or property arising out of, or pertain toresulting from, or relate relating to the Consultant, its employees, agents, and subcontractors performance of services work performed under this Agreement. Consultant’s duty Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from be the sole negligence or willful misconduct by of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify the City for any acts or omissions of the Contractor or its elected officialssubcontractors either passive or active, officersirrespective of fault, agentsincluding the City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of the City. b. The Contractor’s duty to defend and employees. Consultant's indemnification obligations indemnify the City shall not be limited by arise at the insurance provisions time written notice of this Agreementthe Claim is first provided to the City regardless of whether Claimant has filed suit on the Claim. The Parties expressly agree Contractor’s duty to defend and indemnify the City shall arise even if the City is the only party sued by claimant and/or claimant alleges that the City’s negligence or willful misconduct was the sole cause of claimant’s damages. c. The Contractor will defend any payment, attorney's fees, costs and all Claims which may be brought or expense threatened against the City incurs or makes to or and will pay on behalf of an injured employee the City any expenses incurred by d. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Contractor under the City's self-administered workers' compensation is included as a lossterms of this indemnification obligation. The Contractor shall obtain, at its own expense, or cost any additional insurance that it deems necessary for the purposes of this section, City’s protection. e. This defense and that this section will indemnification obligation shall survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

Defense and Indemnification. 12.1 (a) To the fullest extent permitted by law, the Consultant agrees to defend, indemnify, defend (with attorneys approved by City), reimburse and hold harmless the City, its appointed and its officers, elected officials, agents and employees for, from and against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or related to the work performed under this Agreement that are attributable to the negligence or fault of the Design Consultant or the Design Consultant’s agents, representatives, subcontractors, or suppliers (“Claims”). This indemnity shall be interpreted in the “Indemnified Parties”broadest possible manner consistent with the applicable law to indemnify the City. (b) from Design Consultant's obligation to defend and indemnify may be determined after Design Consultant's liability or fault has been determined by adjudication, alternative dispute resolution, or otherwise resolved by mutual agreement between the parties. Design Consultant's duty to defend and indemnify City shall relate back to the time written notice of the Claim is first provided to City regardless of whether suit has been filed and even if Design Consultant is not named as a Defendant. (c) Design Consultant will defend any and all claimsClaims which may be brought or threatened against City and will pay on behalf of City any expenses incurred by reason of such Claims including, demands, costs or liability that arise out of, or pertain but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or relate seeking to the Consultant, its employees, agents, enforce this indemnity obligation. Such payments on behalf of City shall be in addition to any other legal remedies available to City and subcontractors performance of services under this Agreement. Consultant’s duty to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from the sole negligence or willful misconduct by the City or its elected officials, officers, agents, and employees. Consultant's indemnification obligations shall not be limited by considered City’s exclusive remedy. (d) Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the insurance provisions liability of the Design Consultant under the terms of this Agreementindemnification obligation. The Parties expressly agree Design Consultant shall obtain, at its own expense, any additional insurance that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under it deems necessary for the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, ’s protection (e) This defense and that this section will indemnification obligation shall survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

Defense and Indemnification. 12.1 Consultant 11.1. The Contractor agrees to defend, indemnify, defend (with attorneys approved by City), reimburse and hold harmless the City, its appointed and its officers, elected officials, agents and employees (the “Indemnified Parties”) for, from any and against all liabilities, claims, demandsjudgments, costs suits or liability that arise demands for damages to persons or property, including injuries or death of any person rightfully on the Premises for any purpose whatsoever, arising out of, or pertain toresulting from, or relate relating to the Consultant, its employees, agents, services performed and subcontractors performance the occupancy and use of services the Premises under this Agreement. Consultant’s duty Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from be the sole negligence or willful misconduct by of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify the City for any acts or omissions of the Contractor or its elected officialssubcontractors either passive or active, officersirrespective of fault, agentsincluding the City’s concurrent negligence whether active or passive, and employees. Consultant's indemnification obligations shall not be limited by except for the insurance provisions sole negligence or willful misconduct of this Agreementthe City. 11.2. The Parties expressly agree Contractor’s duty to defend and indemnify the City shall arise at the time written notice of the Claim is first provided to the City regardless of whether Xxxxxxxx has filed suit on the Claim. The Contractor’s duty to defend and indemnify the City shall arise even if the City is the only party sued by claimant and/or claimant alleges that the City’s negligence or willful misconduct was the sole cause of claimant’s damages. 11.3. The Contractor shall defend any payment, attorney's fees, costs and all Claims which may be brought or expense threatened against the City incurs or makes to or and shall pay on behalf of an injured employee the City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation. Such payments on behalf of the City will be in addition to any other legal remedies available to the City and will not be the City’s exclusive remedy. 11.4. Insurance coverage requirements specified in this Agreement in no way lessen or limit the liability of the Contractor under the City's self-administered workers' compensation terms of this indemnification obligation. The Contractor is included as a lossresponsible to obtain, at its own expense, or cost any additional insurance that it deems necessary for the purposes of this section, City’s protection. 11.5. This defense and that this section will indemnification obligation shall survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

Defense and Indemnification. 12.1 1. Consultant agrees to defend, indemnify, defend (with attorneys approved by City), reimburse and hold harmless the City, its appointed and its officers, elected officials, agents and employees (the “Indemnified Parties”) for, from any and against all liabilities, claims, demandsjudgments, costs suits or liability that arise demands for damages to persons or property arising out of, or pertain toresulting from, or relate relating to the Consultant, its employees, agents, and subcontractors performance of services work performed under this AgreementAgreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to be the sole negligence or willful misconduct of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of Consultant or its subcontractors either passive or active, irrespective of fault, including City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City. 2. Consultant’s duty to indemnify under this section City shall not include liability for damages for death or bodily injury arise at the time written notice of the Claim is first provided to persons, injury City regardless of whether Xxxxxxxx has filed suit on the Claim. Consultant’s duty to property, or other loss, damage or expense arising from indemnify City shall arise even if City is the sole only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct by was the City or sole cause of claimant’s damages. 3. In addition to the duty to indemnify and hold harmless, Consultant will have the duty to defend City, its elected officials, officers, agents, employees, and employeesofficers from all liabilities, claims, expenses, losses, costs, fines, and damages (including but not limited to attorney’s fees and court costs) and causes of action of every kind and character. The duty to defend under this paragraph is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of Consultant's indemnification obligations , City, and any indemnified party. The duty to defend arises immediately upon written presentation of a claim to Consultant. 4. Insurance coverage requirements specified in this Agreement shall not be limited by in no way lessen or limit the insurance provisions liability of the Consultant under the terms of this Agreementindemnification obligation. The Parties expressly agree that any paymentConsultant shall obtain, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, at its own expense, or cost any additional insurance that it deems necessary for the purposes of this section, City’s protection. 5. This defense and that this section will indemnification obligation shall survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

Defense and Indemnification. 12.1 Consultant (a) Council hereby agrees to defend, indemnify, defend (with attorneys approved by City), reimburse and hold harmless the City, its appointed and its officers, elected officials, agents and employees (the “Indemnified Parties”) for, from any and against all liabilities, claims, demandsjudgments, costs suits or liability that arise demands for damages to persons or property arising out of, or pertain toresulting from, or relate relating to the Consultantwork performed by the Council, its employees, contractors and agents, and subcontractors performance of services under this Agreement. Consultant’s duty Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from be the sole negligence or willful misconduct by of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of Council or its elected officialssubcontractors either passive or active, officersirrespective of fault, agentsincluding City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City. (b) Council’s duty to defend and employeesindemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Claimant has filed suit on the Claim. Consultant's indemnification obligations Council’s duty to defend and indemnify City shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages. (c) Council will defend any and all Claims which may be brought or threatened against City and will pay on behalf of City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation. Such payments on behalf of City shall be in addition to any other legal remedies available to City and shall not be limited by considered City’s exclusive remedy. (d) Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the insurance provisions liability of Council under the terms of this Agreementindemnification obligation. The Parties expressly agree Council shall obtain, at its own expense, any additional insurance that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under it deems necessary for the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, ’s protection. (e) This defense and that this section will indemnification obligation shall survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

Defense and Indemnification. 12.1 Consultant 1. Contractor agrees to defend, indemnify, defend (with attorneys approved by City), reimburse and hold harmless the City, its appointed and its officers, elected officials, agents and employees (the “Indemnified Parties”) for, from any and against all liabilities, claims, demandsjudgments, costs suits or liability that arise demands for damages to persons or property to the extent arising directly out of, or pertain toresulting from, or relate relating to the Consultant, its employees, agents, and subcontractors performance of services work performed by Contractor under this Agreement. Consultant’s duty Agreement (“Claims”), unless and to indemnify under this section shall not include liability for damages for death or bodily injury the extent such Claims have been specifically determined by the trier of fact to persons, injury to property, or other loss, damage or expense arising from be the sole negligence or willful misconduct by of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of Contractor or its elected officialssubcontractors either passive or active, officersirrespective of fault, agentsincluding City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City. 2. Contractor’s duty to defend and employeesindemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Xxxxxxxx has filed suit on the Claim. Consultant's indemnification obligations Contractor’s duty to defend and indemnify City shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages. 3. Contractor will defend any and all Claims which may be brought or threatened against City and will pay on behalf of City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation. Such payments on behalf of City shall be in addition to any other legal remedies available to City and shall not be considered City’s exclusive remedy. In addition to the duty to indemnify and hold harmless, Contractor will have the duty to defend City, its agents, employees, and officers from all liabilities, claims, expenses, losses, costs, fines, and damages (including but not limited by to attorney’s fees and court costs) and causes of action of every kind and character. The duty to defend under this paragraph is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of Contractor, City, and any indemnified party. The duty to defend arises immediately upon written presentation of a claim to Contractor. The choice of counsel and method of defense of any Claims under this clause shall be at Contractor’s sole and reasonable discretion. City may choose to defend itself with separate counsel provided that if it does so it shall be liable for its own costs and expenses in doing so. 4. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Contractor under the terms of this indemnification obligation. The Contractor shall obtain, at its own expense, any additional insurance provisions that it deems necessary for the City’s protection. 5. This defense and indemnification obligation shall survive the expiration or termination of this Agreement. The Parties expressly agree that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, This defense and that this section will indemnification obligation shall survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

Defense and Indemnification. 12.1 Consultant 10.1 Contractor agrees to indemnify, defend (with attorneys approved by City), and hold harmless the City, and its officers, officials, agents and employees (the “Indemnified Parties”) from any and all claims, demands, costs or liability that arise out of, or pertain to, or relate to the ConsultantContractor, its employees, agents, and subcontractors performance of services under this Agreement. ConsultantContractor’s duty to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from the sole negligence or willful misconduct by the City or its elected officials, officers, agents, and employees. Consultant's indemnification obligations shall not be limited by the insurance provisions of this Agreement. The Parties expressly agree that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 12.2 10.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant Contractor under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant Contractor provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant 10.3 Contractor agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by ConsultantContractor, its officers, agents, representatives, employees, sub-consultantsContractors, or anyone for whom Consultant Contractor is liable and that an adjudication of ConsultantContractor’s liability is not a condition precedent to ConsultantContractor's duty to defend. 10.4 This Section shall not be limited by any provision of insurance coverage either Party may have in effect during the term of this Agreement. This provision shall survive the expiration or termination of this Agreement.

Defense and Indemnification. 12.1 Consultant 12.1. The Contractor agrees to defend, indemnify, defend (with attorneys approved by City), reimburse and hold harmless the City, its appointed and its officers, elected officials, agents and employees (the “Indemnified Parties”) for, from any and against all liabilities, claims, demandsjudgments, costs suits or liability that arise demands for damages to persons or property, including injuries or death of any person rightfully on the Premises for any purpose whatsoever, arising out of, or pertain toresulting from, or relate relating to the Consultant, its employees, agents, services performed and subcontractors performance the occupancy and use of services the Premises under this Agreement. Consultant’s duty Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from be the sole negligence or willful misconduct by of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify the City for any acts or omissions of the Contractor or its elected officialssubcontractors either passive or active, officersirrespective of fault, agentsincluding the City’s concurrent negligence whether active or passive, and employees. Consultant's indemnification obligations shall not be limited by except for the insurance provisions sole negligence or willful misconduct of this Agreementthe City. 12.2. The Parties expressly agree Contractor’s duty to defend and indemnify the City shall arise at the time written notice of the Claim is first provided to the City regardless of whether Xxxxxxxx has filed suit on the Claim. The Contractor’s duty to defend and indemnify the City shall arise even if the City is the only party sued by claimant and/or claimant alleges that the City’s negligence or willful misconduct was the sole cause of claimant’s damages. 12.3. The Contractor shall defend any payment, attorney's fees, costs and all Claims which may be brought or expense threatened against the City incurs or makes to or and shall pay on behalf of an injured employee the City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation. Such payments on behalf of the City will be in addition to any other legal remedies available to the City and will not be the City’s exclusive remedy. 12.4. Insurance coverage requirements specified in this Agreement in no way lessen or limit the liability of the Contractor under the City's self-administered workers' compensation terms of this indemnification obligation. The Contractor is included as a lossresponsible to obtain, at its own expense, or cost any additional insurance that it deems necessary for the purposes of this section, City’s protection. 12.5. This defense and that this section will indemnification obligation shall survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

Defense and Indemnification. 12.1 a. Consultant hereby agrees to defend, indemnify, defend (with attorneys approved by City), reimburse and hold harmless the City, its appointed and its officers, elected officials, agents and employees (the “Indemnified Parties”) for, from any and against all liabilities, claims, demandsjudgments, costs suits or liability that arise demands for damages to persons or property arising out of, or pertain toresulting from, or relate relating to the Consultant, its employees, agents, and subcontractors performance of services work performed under this Agreement. Consultant’s duty Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from be the sole negligence or willful misconduct by of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of Consultant or its elected officialssubcontractors either passive or active, officersirrespective of fault, agentsincluding City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City. b. Consultant’s duty to defend and employeesindemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Claimant has filed suit on the Claim. Consultant's indemnification obligations ’s duty to defend and indemnify City shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages. c. Consultant will defend any and all Claims which may be brought or threatened against City and will pay on behalf of City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation. Such payments on behalf of City shall be in addition to any other legal remedies available to City and shall not be limited by considered City’s exclusive remedy. d. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the insurance provisions liability of the Consultant under the terms of this Agreementindemnification obligation. The Parties expressly agree Consultant shall obtain, at its own expense, any additional insurance that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under it deems necessary for the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, ’s protection. e. This defense and that this section will indemnification obligation shall survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

Defense and Indemnification. 12.1 Consultant a. The Contractor hereby agrees to defend, indemnify, defend (with attorneys approved by City), reimburse and hold harmless the City, its appointed and its officers, elected officials, agents and employees (the “Indemnified Parties”) for, from any and against all liabilities, claims, demandsjudgments, costs suits or liability that arise demands for damages to persons or property arising out of, or pertain toresulting from, or relate relating to the Consultant, its employees, agents, and subcontractors performance of services work performed under this Agreement. Consultant’s duty Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from be the sole negligence or willful misconduct by of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify the City for any acts or omissions of the Contractor or its elected officialssubcontractors either passive or active, officersirrespective of fault, agentsincluding the City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of the City. b. The Contractor’s duty to defend and employees. Consultant's indemnification obligations indemnify the City shall not be limited by arise at the insurance provisions time written notice of this Agreementthe Claim is first provided to the City regardless of whether Xxxxxxxx has filed suit on the Claim. The Parties expressly agree Contractor’s duty to defend and indemnify the City shall arise even if the City is the only party sued by claimant and/or claimant alleges that the City’s negligence or willful misconduct was the sole cause of claimant’s damages. c. The Contractor will defend any payment, attorney's fees, costs and all Claims which may be brought or expense threatened against the City incurs or makes to or and will pay on behalf of an injured employee the City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and d. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Contractor under the City's self-administered workers' compensation is included as a lossterms of this indemnification obligation. The Contractor shall obtain, at its own expense, or cost any additional insurance that it deems necessary for the purposes of this section, City’s protection. e. This defense and that this section will indemnification obligation shall survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

Defense and Indemnification. 12.1 Consultant 11.1. The Contractor agrees to defend, indemnify, defend (with attorneys approved by City), reimburse and hold harmless the City, its appointed and its officers, elected officials, agents and employees (the “Indemnified Parties”) for, from any and against all liabilities, claims, demandsjudgments, costs suits or liability that arise demands for damages to persons or property arising out of, or pertain toresulting from, or relate relating to the Consultant, its employees, agents, and subcontractors performance of services work performed under this Agreement. Consultant’s duty Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from be the sole negligence or willful misconduct by of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of the Contractor or its elected officialssubcontractors either passive or active, officers, agents, and employees. Consultant's indemnification obligations shall not be limited by the insurance provisions of this Agreementirrespective 11.2. The Parties expressly agree Contractor’s duty to defend and indemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Xxxxxxxx has filed suit on the Claim. The Contractor’s duty to defend and indemnify City shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages. 11.3. The Contractor shall defend any payment, attorney's fees, costs and all Claims which may be brought or expense threatened against City incurs or makes to or and shall pay on behalf of an injured employee City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation. Such payments on behalf of City will be in addition to any other legal remedies available to City and will not be the City’s exclusive remedy. 11.4. Insurance coverage requirements specified in this Agreement in no way lessen or limit the liability of the Contractor under the City's self-administered workers' compensation terms of this indemnification obligation. The Contractor is included as a lossresponsible to obtain, at its own expense, or cost any additional insurance that it deems necessary for the purposes of this section, City’s protection. 11.5. This defense and that this section will indemnification obligation shall survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

Defense and Indemnification. 12.1 Consultant A. Contractor hereby agrees to defend, indemnify, defend (with attorneys approved by City), reimburse and hold harmless the City, its appointed and its officers, elected officials, agents and employees (the “Indemnified Parties”) for, from any and against all liabilities, claims, demandsjudgments, costs suits or liability that arise demands for damages to persons or property arising out of, or pertain toresulting from, or relate relating to the Consultant, its employees, agents, and subcontractors performance of services work performed under this Agreement. Consultant’s duty Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from be the sole negligence or willful misconduct by of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of Contractor or its elected officialssubcontractors either passive or active, officersirrespective of fault, agentsincluding City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City. B. Contractor’s duty to defend and employeesindemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Xxxxxxxx has filed suit on the Claim. Consultant's indemnification obligations Contractor’s duty to defend and indemnify City shall not arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages. C. Contractor will defend any and all Claims which may be limited by the insurance provisions of this Agreement. The Parties expressly agree that any payment, attorney's fees, costs brought or expense threatened against City incurs or makes to or and will pay on behalf of an injured employee City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation. D. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Contractor under the City's self-administered workers' compensation is included as a lossterms of this indemnification obligation. The Contractor shall obtain, at its own expense, or cost any additional insurance that it deems necessary for the purposes of this section, City’s protection. E. This defense and that this section will indemnification obligation shall survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

Defense and Indemnification. 12.1 Consultant 9.1 Contractor agrees to indemnify, defend (with attorneys approved by City), and hold harmless the City, and its officers, officials, agents and employees (the “Indemnified Parties”) from any and all claims, demands, costs or liability that arise out of, or pertain to, or relate to the ConsultantContractor, its employees, agents, and subcontractors subcontractor’s performance of services under this Agreement. ConsultantContractor’s duty to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from the sole negligence or willful misconduct by the City or its elected officials, officers, agents, and employees. Consultant's indemnification obligations shall not be limited by the insurance provisions of this Agreement. The Parties expressly agree that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 12.2 9.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant Contractor under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant Contractor provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant 9.3 Contractor agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by ConsultantContractor, its officers, agents, representatives, employees, sub-consultantsContractors, or anyone for whom Consultant Contractor is liable and that an adjudication of ConsultantContractor’s liability is not a condition precedent to ConsultantContractor's duty to defend. 9.4 This Section shall not be limited by any provision of insurance coverage either Party may have in effect during the term of this Agreement. This provision shall survive the expiration or termination of this Agreement.

Defense and Indemnification. 12.1 Consultant A. Contractor hereby agrees to defend, indemnify, defend (with attorneys approved by City), reimburse and hold harmless the City, its appointed and its officers, elected officials, agents and employees (the “Indemnified Parties”) for, from any and against all liabilities, claims, demandsjudgments, costs suits or liability that arise demands for damages to persons or property arising out of, or pertain toresulting from, or relate relating to the Consultant, its employees, agents, and subcontractors performance of services work performed under this Agreement. Consultant’s duty Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from be the sole negligence or willful misconduct of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of Contractor or its subcontractors either passive or active, irrespective of fault, including City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City. B. Contractor’s duty to defend and indemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Xxxxxxxx has filed suit on the Claim. Contractor’s duty to defend and indemnify City shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages. C. Contractor will defend any and all Claims which may be brought or threatened against City and will pay on behalf of City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation, including but not limited to time expended by the City or its elected officialsAttorney Staff, officers, agents, whose costs shall be computed at the rate of two hundred dollars and employeesno cents ($200.00) per hour of City Attorney time. Consultant's indemnification obligations Such payments on behalf of City shall be in addition to any other legal remedies available to City and shall not be limited by considered City’s exclusive remedy. D. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the insurance provisions liability of the Contractor under the terms of this Agreementindemnification obligation. The Parties expressly agree Contractor shall obtain, at its own expense, any additional insurance that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under it deems necessary for the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, ’s protection. E. This defense and that this section will indemnification obligation shall survive the expiration or early termination of this Agreement. 12.2 F. Neither party to this Agreement shall be liable for consequential or indirect loss or damage, including loss of data, lost profits, lost business opportunities, lost revenues, goodwill or anticipated savings. The Contractor’s maximum aggregate liability for any breach of this agreement shall in no event exceed two times (2x) the Maximum Contract Liability stated in Article VII, Section A, above. The Contractor’s liability for any claim covered by the insurance policies set forth in Exhibit C shall in no event exceed the maximum insurance coverage amount for each respective policy. This paragraph does not apply to Contractor’s gross negligence, willful misconduct, indemnity is obligations or breach of Contractor’s security obligations. The Contractor’s obligations set out in addition to any other rights or remedies which City may have under this paragraph shall survive the law or termination of this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

Defense and Indemnification. 12.1 Consultant 15.1. The Subrecipient agrees to defend, indemnify, defend (with attorneys approved by City), reimburse and hold harmless the City, its appointed and its officers, elected officials, agents and employees (the “Indemnified Parties”) for, from any and against all liabilities, claims, demandsjudgments, costs suits or liability that arise demands for damages to persons or property arising out of, or pertain toresulting from, or relate relating to the Consultant, its employees, agents, and subcontractors performance of services work performed under this Agreement. Consultant’s duty Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from be the sole negligence or willful misconduct by of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of the Subrecipient or its elected officialssubcontractors either passive or active, officersirrespective of fault, agentsincluding City’s concurrent negligence whether active or passive, and employees. Consultant's indemnification obligations shall not be limited by except for the insurance provisions sole negligence or willful misconduct of this AgreementCity. 15.2. The Parties expressly agree Subrecipient’s duty to defend and indemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Xxxxxxxx has filed suit on the Claim. The Subrecipient’s duty to defend and indemnify City shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages. 15.3. The Subrecipient shall defend any payment, attorney's fees, costs and all Claims which may be brought or expense threatened against City incurs or makes to or and shall pay on behalf of an injured employee City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation. Such payments on behalf of City will be in addition to any other legal remedies available to City and will not be the City’s exclusive remedy. 15.4. Insurance coverage requirements specified in this Agreement in no way lessen or limit the liability of the Subrecipient under the City's self-administered workers' compensation terms of this indemnification obligation. The Subrecipient is included as a lossresponsible to obtain, at its own expense, or cost any additional insurance that it deems necessary for the purposes of this section, City’s protection. 15.5. This defense and that this section will indemnification obligation shall survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

Defense and Indemnification. 12.1 Consultant agrees to indemnifyTo the extent permitted by law and the City’s applicable insurance coverage, defend (with attorneys approved by City)except as provided herein, City shall defend, save harmless, and hold harmless the City, and its officers, officials, agents and employees (the “Indemnified Parties”) from indemnify Employee against any and all claims, claims or demands, costs whether groundless or liability that arise otherwise, arising out of, of any alleged act or pertain to, or relate to omission occurring in the Consultant, its employees, agents, and subcontractors performance of Employee’s duties as Interim City Manager, except as to those acts or omissions deemed to constitute gross negligence (which means conduct so reckless as to demonstrate a substantial lack of concern for whether or not any injury results), misconduct (as identified herein), and/or criminal acts. City shall provide, at no cost to Employee, the services under this Agreement. Consultant’s duty to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, of the City Attorney or other losslegal counsel to represent Employee. Except as provided herein, damage should Employee's employment be terminated, voluntarily or expense arising from otherwise, while any such civil suit or claim is pending, in which Employee is a named party prior to termination of employment, City shall continue to provide such counsel and representation, on behalf of Employee, at City's sole expense, until such time as said claim or suit is settled, compromised, and/or adjudged, notwithstanding the sole negligence termination of Employee's employment. City may compromise and settle any such claim or willful misconduct suit and shall pay the amount of any settlement or judgment rendered thereon. City shall indemnify Employee for any and all travel and/or lodging expenses which may be incurred by Employee as a result of any such claims. Employee shall cooperate fully with City in the City or its elected officialsinvestigation, officersprosecution, agents, and employeesand/or defense of such claims. Consultant's indemnification obligations The provisions of this Section shall not be limited by survive the insurance provisions termination and/or expiration of this Agreement. The Parties expressly agree that This section shall be deemed to apply to any payment, attorney's fees, costs civil suit or expense City incurs or makes to or on behalf of an injured employee under claim which may arise after the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 12.2 This indemnity Employee's employment, in which Employee is a named party in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection his capacity as an officer and/or employee of the City's interest. The City shall; provided, in its sole discretion determine whether however, provided that such assurances are reasonableclaim or suit does not allege any allegations of or acts gross negligence, misconduct as identified above, and/or criminal act(s) by Employee. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

Defense and Indemnification. 12.1 (a) To the fullest extent permitted by law, the Consultant agrees to defend, indemnify, defend (with attorneys approved by City), reimburse and hold harmless the City, its appointed and its officers, elected officials, agents and employees (the “Indemnified Parties”) for, from any and against all liabilities, claims, demandsjudgments, costs suits or liability that arise demands for damages to persons or property arising out of, or pertain toresulting from, or relate related to the work performed under this Agreement that are attributable to the negligence or fault of the Consultant or the Consultant, its employees, ’s agents, representatives, subcontractors, or suppliers (“Claims”). This indemnity shall be interpreted in the broadest possible manner consistent with the applicable law to indemnify the City. (b) Consultant’s obligation to defend and subcontractors performance of services under this Agreementindemnify may be determined after Consultant’s liability or fault has been determined by adjudication, alternative dispute resolution, or otherwise resolved by mutual agreement between the parties. Consultant’s duty to defend and indemnify under City shall relate back to the time written notice of the Claim is first provided to City regardless of whether suit has been filed and even if Consultant is not named as a Defendant. (c) Consultant will defend any and all Claims which may be brought or threatened against City and will pay on behalf of City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this section indemnity obligation. Such payments on behalf of City shall not include liability for damages for death or bodily injury be in addition to persons, injury any other legal remedies available to property, or other loss, damage or expense arising from the sole negligence or willful misconduct by the City or its elected officials, officers, agents, and employees. Consultant's indemnification obligations shall not be limited by considered City’s exclusive remedy. (d) Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the insurance provisions liability of the Consultant under the terms of this Agreementindemnification obligation. The Parties expressly agree Consultant shall obtain, at its own expense, any additional insurance that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under it deems necessary for the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, ’s protection. (e) This defense and that this section will indemnification obligation shall survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

Defense and Indemnification. 12.1 Consultant 9.1 Contractor agrees to indemnify, defend (with attorneys approved by City), and hold harmless the City, and its officers, officials, agents and employees (the “Indemnified Parties”) from any and all claims, demands, costs or liability that arise out of, or pertain to, or relate to the ConsultantContractor, its employees, agents, and subcontractors subcontractor’s performance of services under this Agreement. ConsultantContractor’s duty to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from the sole negligence or willful misconduct by the City or its elected officials, officers, agents, and employees. Consultant's indemnification obligations shall not be limited by the insurance provisions of this Agreement. The Parties expressly agree that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 12.2 9.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable.which 12.3 Consultant 9.3 Contractor agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by ConsultantContractor, its officers, agents, representatives, employees, sub-consultantsContractors, or anyone for whom Consultant Contractor is liable and that an adjudication of ConsultantContractor’s liability is not a condition precedent to ConsultantContractor's duty to defend. 9.4 This Section shall not be limited by any provision of insurance coverage either Party may have in effect during the term of this Agreement. This provision shall survive the expiration or termination of this Agreement.

Defense and Indemnification. 12.1 Consultant a. The Contractor hereby agrees to defend, indemnify, defend (with attorneys approved by City), reimburse and hold harmless the City, its appointed and its officers, elected officials, agents and employees (the “Indemnified Parties”) for, from any and against all liabilities, claims, demandsjudgments, costs suits or liability that arise demands for damages to persons or property arising out of, or pertain toresulting from, or relate relating to the Consultant, its employees, agents, and subcontractors performance of services work performed under this Agreement. Consultant’s duty Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from be the sole negligence or willful misconduct by of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify the City for any acts or omissions of the Contractor or its elected officialssubcontractors either passive or active, officersirrespective of fault, agentsincluding the City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of the City. b. The Contractor’s duty to defend and employees. Consultant's indemnification obligations indemnify the City shall not be limited by arise at the insurance provisions time written notice of this Agreementthe Claim is first provided to the City regardless of whether Xxxxxxxx has filed suit on the Claim. The Parties expressly agree Contractor’s duty to defend and indemnify the City shall arise even if the City is the only party sued by claimant and/or claimant alleges that the City’s negligence or willful misconduct was the sole cause of claimant’s damages. c. The Contractor will defend any payment, attorney's fees, costs and all Claims which may be brought or expense threatened against the City incurs or makes to or and will pay on behalf of an injured employee the City any expenses incurred by d. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Contractor under the City's self-administered workers' compensation is included as a lossterms of this indemnification obligation. The Contractor shall obtain, at its own expense, or cost any additional insurance that it deems necessary for the purposes of this section, City’s protection. e. This defense and that this section will indemnification obligation shall survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

Defense and Indemnification. 12.1 Consultant SAMPLE a. The Contractor hereby agrees to defend, indemnify, defend (with attorneys approved by City), reimburse and hold harmless the City, its appointed and its officers, elected officials, agents and employees (the “Indemnified Parties”) for, from any and against all liabilities, claims, demandsjudgments, costs suits or liability that arise demands for damages to persons or property arising out of, or pertain toresulting from, or relate relating to the Consultant, its employees, agents, and subcontractors performance of services work performed under this Agreement. Consultant’s duty Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from be the sole negligence or willful misconduct by of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify the City for any acts or omissions of the Contractor or its elected officialssubcontractors either passive or active, officersirrespective of fault, agentsincluding the City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of the City. b. The Contractor’s duty to defend and employeesindemnify the City shall arise at the time written notice of the Claim is first provided to the City regardless of whether ▇▇▇▇▇▇▇▇ has filed suit on the Claim. Consultant's indemnification obligations The Contractor’s duty to defend and indemnify the City shall arise even if the City is the only party sued by claimant and/or claimant alleges that the City’s negligence or willful misconduct was the sole cause of claimant’s damages. c. The Contractor will defend any and all Claims which may be brought or threatened against the City and will pay on behalf of the City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation. Such payments on behalf of the City shall be in addition to any other legal remedies available to the City and shall not be limited by considered the insurance provisions City’s exclusive remedy. d. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Contractor under the terms of this Agreement. The Parties expressly agree that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, indemnification obligation. e. This defense and that this section will indemnification obligation shall survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

Defense and Indemnification. 12.1 Consultant A. Contractor hereby agrees to defend, indemnify, defend (with attorneys approved by City), reimburse and hold harmless the City, its appointed and its officers, elected officials, agents and employees (the “Indemnified Parties”) for, from any and against all liabilities, claims, demandsjudgments, costs suits or liability that arise demands for damages to persons or property arising out of, or pertain toresulting from, or relate relating to the Consultant, its employees, agents, and subcontractors performance of services work performed under this Agreement. Consultant’s duty Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from be the sole negligence or willful misconduct of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of Contractor or its subcontractors either passive or active, irrespective of fault, including City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City. B. Contractor’s duty to defend and indemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Claimant has filed suit on the Claim. Contractor’s duty to defend and indemnify City shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages. C. Contractor will defend any and all Claims which may be brought or threatened against City and will pay on behalf of City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation, including but not limited to time expended by the City or its elected officialsAttorney Staff, officers, agents, whose costs shall be computed at the rate of two hundred dollars and employeesno cents ($200.00) per hour of City Attorney time. Consultant's indemnification obligations Such payments on behalf of City shall be in addition to any other legal remedies available to City and shall not be limited by considered City’s exclusive remedy. D. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the insurance provisions liability of the Contractor under the terms of this Agreementindemnification obligation. The Parties expressly agree Contractor shall obtain, at its own expense, any additional insurance that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under it deems necessary for the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, ’s protection. E. This defense and that this section will indemnification obligation shall survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.