Professional Services Agreement - Indiana Finance Authority Indiana Brownsfield Program

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11. PENALTIES, INTEREST, ATTORNEY'S FEES: The Authority will in good faith perform its required obligations hereunder and does not agree to pay any penalties, liquidated damages, interest, court costs or attorney's fees except as permitted by State law. 12. INDEMNIFICATION: By the SEP Recipient: To the extent permitted by Law, the SEP Recipient agrees to indemnify, defend and hold harmless the State, the Authority and their agents, officers, and employees from any and all claims, demands, losses, expenses, damages (general, punitive or otherwise) and suits, including (but not limited to) court costs, attorney's fees and other costs and expenses caused by any negligent act or omission of the SEP Recipient. To the extent permitted by Law, the SEP Recipient agrees to indemnify and hold harmless the Authority from and against any and all costs and expenses including (but not limited to) court costs, attorney's fees and other costs and expenses, incurred by the Authority in its enforcing this Agreement against the SEP Recipient. By the Consultant: To the extent permitted by Law, the Consultant agrees to indemnify, defend and hold harmless the State, the Authority and their agents, officers, and employees from any and all claims, demands, losses, expenses, damages (general, punitive or otherwise) and suits, including (but not limited to) court costs, attorney's fees and other costs and expenses caused by any negligent act or omission of the Consultant or any subcontractors. To the extent permitted by Law, the Consultant agrees to indemnify and hold harmless the Authority from and against any and all costs and expenses including (but not limited to) court costs, attorney's fees and other costs and expenses, incurred by the Authority in its enforcing this Agreement against the Consultant. Neither the State nor the Authority is providing any indemnification, either jointly or severally, to the SEP Recipient or its Consultant or any subcontractors. 13. INDEPENDENT CONTRACTOR: All the parties, in their performance of this Agreement, are acting in an individual capacity and not as agents, employees, partners, joint ventures or associates of one another. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purposes whatsoever. No party will assume any liability for any injury, including death, to any other party or person or any damage to any property arising out of the acts or omissions of the agents, employees or subcontractors of another party. 14. INSURANCE: A. The SEP Recipient shall ensure that the Consultant, including any subcontractors, secures and keeps in force during the term of this Agreement, the following insurance coverages, covering the Consultant for any and all claims of any nature which may in any manner arise out of or result from this Agreement: (1) Commercial general liability, including contractual coverage, and products or completed operations coverage (if applicable), with minimum liability limits of $700,000 per person and $5,000,000 per occurrence unless additional coverage is required by the Authority or the State. The Authority and the State are to be named as additional insureds on a primary, non- contributory basis for any liability arising directly or indirectly under or in connection with this Agreement. (2) Automobile liability with minimum liability limits of $700,000 per person and $5,000,000 per occurrence. The Authority and the State are to be named as additional insureds on a primary, non-contributory basis. (3) Professional liability, including errors and omissions, with minimum liability limits of $1,000,000 per occurrence. The Authority and the State are to be named as additional insureds on a primary, non-contributory basis for any liability arising directly or indirectly under or in connection with this Agreement.