Common use of Indemnification and Defense for Professional Services Clause in Contracts

Indemnification and Defense for Professional Services. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless DISTRICT and any and all of its officials, employees and agents (“Indemnified Parties”) from and against any and all claims, losses, liabilities, damages, costs and expenses, including attorney’s fees and costs, to the extent they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT. CONSULTANT’s duty to defend shall consist of reimbursement of defense costs incurred by DISTRICT in direct proportion to the CONSULTANT’s proportionate percentage of fault. CONSULTANT’s percentage of fault shall be determined, as applicable, by a court of law, jury or arbitrator. If any loss, liability or damage is incurred by way of settlement or resolution without a court, jury or arbitrator having made a determination of the CONSULTANT’s percentage of fault, the parties agree to mediation with a third party neutral to determine the CONSULTANT’s proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost reimbursement owed to the DISTRICT. The intent of this paragraph is to comply with the requirements of California Civil Code Section 2782 as amended effective 1/1/2018, and it shall be interpreted in a manner consistent with California Civil Code Section 2782 as amended effective 1/1/2018.

Indemnification and Defense for Professional Services. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless DISTRICT and any and all of its officials, employees and agents (“"Indemnified Parties”") from and against any and all claims, losses, liabilities, damages, costs and expenses, including attorney’s 's fees and costs, to the extent they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT. CONSULTANT’s 's duty to defend shall consist of reimbursement of defense costs incurred by DISTRICT in direct proportion to the CONSULTANT’s 's proportionate percentage of fault. CONSULTANT’s 's percentage of fault shall be determined, as applicable, by a court of law, jury or arbitrator. If any loss, liability or damage is incurred by way of settlement or resolution without a court, jury or arbitrator having made a determination of the CONSULTANT’s 's percentage of fault, the parties agree to mediation with a third party neutral to determine the CONSULTANT’s CONSUL TANT's proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost reimbursement owed to the DISTRICT. The intent of this paragraph is to comply with the requirements of California Civil Code Section 2782 as amended effective 1/1/2018, and it shall be interpreted in a manner consistent with California Civil Code Section 2782 as amended effective 1/1/2018.