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7. PERSONAL SERVICES/NO ASSIGNMENTISUBCONTRACTS. This Agreement is for professional services, Zachary Wormhoudt is deemed to be experienced and is a key member of Consultant's firm, and shall be directly involved in performing, supervising or assisting in the performance of this work. This key person shall communicate with, and periodically report to, District on the progress of the work. Should said individual be removed from assisting in this contracted work for any reason, District may terminate this Agreement. This Agreement is not assignable by Consultant without District's prior written consent. The following portions of the work described in this Agreement may be subcontracted out to other parties by Consultant: Environmental Consulting, Landscape Architecture, Civil, Structural and MEP Engineering, and Cost Estimating. 121. HOLD HARMLESS AND INDEMf%ITT' (a) Defense and Indemnity of Third Party Claims/Liability. To the maximum extent allowed by law, Consultant shall indemnify, and hold harmless District, its officers, officials, employees and volunteers from and against all liability including, loss, damage, expense, cost (including without limitation reimbursement of reasonable legal counsel fees, expert fees and all other reasonable related costs and fees of litigation) to the extent found to be arising out of Consultant's negligence, recklessness or willful misconduct in the performance of work hereunder or its negligent failure to comply with any of its obligations contained in the Agreement, except such loss or damage which is caused by the sole or active negligence or willful misconduct of District. Consultant shall reimburse District its reasonable costs of defense, including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation tied directly to Contractor's determined percentage of fault as set forth in California Civil Code 2782.8 as it is written as of the date of this Agreement. The Consultant shall promptly pay District any final judgment rendered against District (and its officers, officials, employees and volunteers) with respect to liability or damages determined by a trier of fact to have been the result of Consultant's negligent, reckless or wrongful performance. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement. Consultant shall not be required to indemnify and hold harmless District for liability attributable to the negligence of District or any third party. (b) Nonwaiver. District does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by District, or the deposit with District, of any insurance certificates or policies described in Section 9. Page 3