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They shall communicate with, and periodically report to, the District on the <br />progress of the work. -Should they cease assisting in this contracted work <br />for -any reason, the District may terminate this Agreement. <br />This Agreement is not assignable by Consultant without District's prior <br />written consent and any purported assignment made without that consent <br />shall be void and confer no rights on any purported assignee. <br />10. HOLD -HARMLESS AND INDEMNITY <br />a. The parties agree that District, its officers, agents, employees and <br />volunteers' should, to :the fullest extent permitted by law, be: <br />protected from any andall loss, injury, damage, claim, lawsuit, cost, <br />expense, attorneys' fees, litigation costs, or any other costarising <br />out of or in any way related to the negligent or otherwise wrongful <br />performance of this Agreement (collectively "claims"). Accordingly, <br />the provisions of this indemnity provision are intended by the <br />parties to be interpreted and construed to provide. the District with <br />the fullest protection possible. under .the law. : Consultant <br />acknowledges. that District would not enter into this Agreement in <br />the absence of Consultant's commitment to indemnify and protect <br />District as set forth herein. <br />b. To the fullest extent permitted by law, Consultant shall indemnify, <br />Bold harmless and defend. District, its officers, agents, employees <br />and volunteers from and against any and all claims due to death or <br />injury to any person and injury to any property resulting from any <br />alleged intentional misconduct, or reckless or negligent acts, errors <br />or omissions of Consultant or any of its officers, employees, <br />servants, agents, or subcontractors in the performance of this <br />Agreement. - Claims shall include attorneys'. fees_ .due to. counsel of <br />District's choice. Consultant's duty to indemnify :under this -Section <br />10 —shall not extend to claims arising from the District's negligence <br />or willful misconduct. <br />c. District shall have the right to offset against the amount of any <br />compensation due Consultant under this Agreement any amount <br />due District from Consultant as a result of Consultant's failure to <br />pay District promptly any amount due under this Section 10, <br />including any claim related to Consultant's failure (i) to pay taxes on <br />amounts received pursuant to this Agreement or (ii) to comply with <br />applicable workers' compensation laws. <br />d. The obligations of Consultant under this Section 10 are not limited <br />by any workers' compensation act or similar act. Consultant <br />expressly waives its statutory immunity under such statutes or laws <br />as to District, its officers, agents, employees and volunteers. <br />4 <br />