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agents, and representatives, including subconsultants and subcontractors, and
<br />shall save and hold OWNER harmless therefrom.
<br />C. INDEMNIFICATION:
<br />ENGINEER agrees to defend, indemnify, and hold harmless the OWNER,
<br />its elected officials, agents, officers, and employees (hereinafter "parties
<br />protected") from (1) claims, demands, liens, lawsuits, administrative and
<br />other proceedings, and (2) judgments, awards, losses, liabilities, damages,
<br />penalties, fines, costs and expenses (including legal fees, costs, and
<br />disbursements) of any kind claimed by third parties arising out of, or related
<br />to any death, injury, damage or destruction to any person or any property to
<br />the extent caused by any negligent act, action, default, error or omission or
<br />willful misconduct arising out of the ENGINEER's performance under this
<br />Agreement. In the event that any lien is placed upon the OWNER's
<br />property or any of the OWNER's officers, employees or agents as a result
<br />of the negligence or willful misconduct of the ENGINEER, the ENGINEER
<br />shall at once cause the same to be dissolved and discharged by giving
<br />bond or otherwise.
<br />2. OWNER agrees to indemnify, defend, and hold the ENGINEER harmless
<br />from loss, cost, or expense, including legal fees, of any kind claimed by
<br />third parties, including without limitation such loss, cost, or expense
<br />resulting from injuries to persons or damages to property, to the extent
<br />caused by the negligence or willful misconduct of the OWNER, its
<br />employees, or agents in connection with the Project.
<br />3. If the negligence or willful misconduct of both the ENGINEER and the
<br />OWNER (or a person identified above for whom each is liable) is a cause of
<br />such third -party claim, the loss, cost, or expense shall be shared between
<br />the ENGINEER and the OWNER in proportion to their relative degrees of
<br />negligence or willful misconduct and the right of indemnity will apply for
<br />such proportion.
<br />4. Nothing contained in this Section or this Agreement shall be construed to
<br />create a liability or a right of indemnification in any third party.
<br />D. In any and all claims by an employee of the ENGINEER, any subcontractor,
<br />anyone directly or indirectly employed by any of them, or anyone for whose acts
<br />any of them may be liable, the indemnification obligations under this Agreement
<br />shall not be limited in any way by any limitation on the amount or types of
<br />damages, compensation, or benefits payable by or for the ENGINEER or a
<br />subcontractor under workers' or workmens' compensation acts, disability benefit
<br />acts, or other employee benefit acts.
<br />E. It is understood that any resident engineering or inspection provided by
<br />ENGINEER is for the purpose of determining compliance with the technical
<br />provisions of Project specifications and does not constitute any form of guarantee
<br />or insurance with respect to the performance of a Contractor. ENGINEER does not
<br />assume responsibility for methods or appliances used by a Contractor, for a
<br />Contractor's safety programs or methods, or for compliance by Contractors with
<br />laws and regulations. OWNER shall use its best efforts to ensure that the
<br />construction contract requires that the Contractor(s) indemnify and name OWNER,
<br />the OWNER's and the ENGINEER's officers, principals, employees, agents,
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