REQUEST FOR PROPOSALS - City of Norwalk

EXHIBIT AINDEMNIFICATION AND HOLD HARMLESS AGREEMENTAND WAIVER OF SUBROGATION AND CONTRIBUTIONContract/Agreement/License/Permit No. or description:______________________________________________________________-----Indemnitor(s) (list all names): ___________________________A. Indemnity for Design Professional Services. To the fullest extent permitted bylaw, Indemnitor hereby agrees, at its sole cost and expense, to indemnify and holdharmless the City of Norwalk (“City”), its elected officials, officers, attorneys, agents,employees, designated volunteers, successors, assigns and those City agents servingas independent contractors in the role of City officials (collectively “Indemnitees”), fromand against any and all damages, costs, expenses, liabilities, claims, demands, causesof action, proceedings, expenses, judgments, penalties, liens, and losses of any naturewhatsoever, including fees of accountants and other professionals, and all costsassociated therewith, and reimbursement of attorneys’ fees and costs of defense(collectively “Liabilities”), whether actual, alleged or threatened, which arise out of,pertain to, or relate to, in whole or in part, the negligence, recklessness or willfulmisconduct of Indemnitor, its officers, agents, servants, employees, subcontractors,materialmen, contractors or their officers, agents, servants or employees (or any entityor individual that Indemnitor shall bear the legal liability thereof) in the performance ofdesign professional services under the above-referenced contract, agreement, license,or permit (the “Agreement”) by a “design professional,” as the term is defined underCalifornia Civil Code § 2782.8(c)(2).B. Other Indemnities. Other than in the performance of design professionalservices, and to the fullest extent permitted by law, Indemnitor hereby agrees, at its solecost and expense, to defend, hold harmless and indemnify the Indemnitees from andagainst any and all damages, costs, expenses, liabilities, claims, demands, causes ofaction, proceedings, expenses, judgments, penalties, liens, and losses of any naturewhatsoever, including fees of accountants, attorneys, or other professionals and allcosts associated therewith and the payment of all consequential damages (collectively“Claims”), in law or equity, whether actual, alleged or threatened, which arise out of,pertain to, or relate to the acts or omissions of Indemnitor, its officers, agents, servants,employees, subcontractors, materialmen, contractors or their officers, agents, servantsor employees (or any entity or individual that Indemnitor shall bear the legal liabilitythereof) in the performance of the Agreement, including the Indemnitees’ active orpassive negligence, except for Claims arising from the sole negligence or willfulmisconduct of Indemnitees, as determined by final arbitration or court decision or by theagreement of the parties. Indemnitor shall defend Indemnitees in any action or actionsfiled in connection with any Claim with counsel of Indemnitees’ choice, and shall pay allcosts and expenses, including all attorneys’ fees and experts’ costs actually incurred inconnection with such defense. Indemnitor shall reimburse Indemnitees for any and alllegal expenses and costs incurred by Indemnitees in connection therewith.Page 31