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and specifications for purposes other than those described in this Agreement, unless written
<br />authorization of the Consultant is first obtained.
<br />8. PERSONAL SERVICESINO ASSIGNMENT/SUBCONTRACTOR
<br />This Agreement is for professional services which are personal to the District. Carol
<br />Robinson are deemed to be specially experienced and are key members of, or employees of,
<br />the Consultant's firm, and shall be directly involved in performing, supervising or assisting in
<br />the performance of this work. One of such key persons shall communicate with, and
<br />periodically report to, the District on the progress of the work. Should any such individual be
<br />removed from assisting in this contracted work for any reason, the District may terminate this
<br />Agreement. The following portions of the work will be subcontracted out to other parties by the
<br />Consultant:
<br />1) Surveying and Civil Engineering
<br />This Agreement is not assignable by Consultant without the District's prior consent in
<br />writing.
<br />9. HOLD HARMLESS AND INDEMNITY
<br />(a) Hold Harmless for Consultant's Damages. The Consultant holds the District,
<br />its elected officials, officers, and employees, harmless from all of Consultant's claims,
<br />demands, lawsuits, judgments, damages, losses, injuries or liability to the Consultant, to the
<br />Consultant's employees, to Consultant=s contractors or subcontractors, or to the owners of the
<br />Consultant's firm, which damages, losses, injuries or liability occur during the work required
<br />under this Agreement, or occur while Consultant is on District property, or which are
<br />connected, directly or indirectly, with the Consultant's performance of any activity or work
<br />required under this Agreement.
<br />(b) Defense and Indemnity of Third Party Claims/Liability. Consultant shall
<br />investigate, defend, and indemnify the District, its elected officials, officers and employees,
<br />from any claims, lawsuits, demands, judgments, and all liability including, but not limited to,
<br />monetary or property damage, lost profit, personal injury, wrongful death, general liability,
<br />automobile, infringement of copyright/patent/trademark, or professional errors and omissions
<br />arising out of, directly or indirectly, an error, a negligent act, or omission of the Consultant or
<br />Consultant's contractors/subcontractors, or the willful misconduct of the Consultant or
<br />Consultant's contractors/subcontractors, in performing the services described in, or normally
<br />associated with, this type of contracted work. The duty to defend shall include any suits or
<br />actions in law or equity concerning any activity, product or work required under this
<br />Agreement, and also include the payment of all court costs, attorney fees, expert witness
<br />costs, investigation costs, claims adjusting costs and any other costs required for and related
<br />to such litigation.
<br />(c) No Waiver. The District does not waive, nor shall be deemed to have waived,
<br />any indemnity, defense or hold harmless rights under this section because of the acceptance
<br />by the District, or the deposit with the District, of any insurance certificates or policies
<br />described in Section 10.
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