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<br />B. The Owner reserves the right to enter into a program-wide insurance plan at its
<br />expense. Consultant agrees to participate in such a program if named as an insured
<br />party and if commercially reasonable terms are available.
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<br />27. LITIGATION ASSISTANCE. Consultant will support, prepare, document or assist
<br />Owner with litigation when requested by Owner. Specific services requested of
<br />Consultant by the Owner to support, prepare, document or assist in litigation undertaken
<br />or defended by the Owner, except for suits or claims between the parties to this
<br />Agreement, will be defined in an authorized Task Order and reimbursed as mutually
<br />agreed.
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<br />28. INDEMNIFICATION. Consultant will defend, indemnify, and hold harmless the Owner,
<br />the Diversion Authority and the State of North Dakota, and those parties’ officers,
<br />employees, agents, consultants, subcontractors, and representatives, from and against any
<br />and all claims, losses, liabilities, damages, expenses, demands, suits, fines, judgments,
<br />costs, expenses, and fees (including all fees and charges of attorneys, engineers,
<br />architects, and other professionals and all court, arbitration, mediation, or other resolution
<br />costs) arising out of or relating to claims by third parties for property damage or bodily
<br />injury, including death, to the proportionate extent caused by any negligent act or
<br />omission of Consultant, any subcontractor, any supplier, or any individual or entity
<br />directly or indirectly employed by any of them to perform any of the work or anyone for
<br />whose acts any of them may be liable, and including all costs, expenses, and fees incurred
<br />by the Owner, the Diversion Authority or the State of North Dakota in establishing and
<br />litigating the existence, scope, or any other matters relating to Consultant’s obligations to
<br />defend, indemnify, and hold harmless. Consultant’s obligations to defend will be free of
<br />any conflicts of interest, even if retention of separate legal counsel is necessary.
<br />Consultant’s duties to defend, indemnify, and hold harmless include anything in excess of
<br />any minimum insurance requirements described in the contract documents, and anything
<br />in excess of any of Consultant’s insurance policy limits. Consultant’s obligations to
<br />defend, indemnify, and hold harmless will continue for a period of not less than one (1)
<br />year following termination of this Agreement
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<br />The indemnified party shall provide notice to Consultant after obtaining knowledge of
<br />any claim that it may have pursuant to this Section. In the event the indemnified party
<br />pursues a claim pursuant to this Section, the indemnified party will also provide relevant
<br />information and assistance to Consultant.
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<br />29. LIMITATION OF LIABILITY. Notwithstanding any other provision of this Agreement,
<br />and to the fullest extent permitted by law, the total liability, in the aggregate, of
<br />Consultant and Consultant’s officers, directors, members, partners, agents, guarantors,
<br />consultants, subconsultants, subcontractors, and employees, to the Owner, the Diversion
<br />Authority, its members and the State of North Dakota, and anyone else claiming by,
<br />through, or resulting from, or in any way related to the Project or Task Order, from any
<br />negligence, professional errors or omissions, strict liability, breach of contract, indemnity
<br />obligations, or warranty, express or implied, of Consultant or Consultant’s officers,
<br />directors, members, partners, agents, consultants, subconsultants, subcontractors or
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