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HOLD HARMLESS AND RELEASE AGREEMENT
This Hold Harmless Agreement (the "Agreement") is made and entered into as of the date set forth below by and between Public Architecture, a California general partnership ("Public Architecture") and your organization ("Architect") with reference to the following facts:
R E C I T A L S
A. Public Architecture is a nonprofit organization, organized under the laws of California. Public Architecture connects nonprofit organizations("Project Owner") in need of design assistance with architecture and design firms willing to donate their time pro bono through on line applications and bulletin boards, meetings, and telephone calls. Public Architecture may, but is not obligated to, contact Architect and/or Project Owner during the Project to determine if the Architect and Project Owner are continuing to work with each other. At no time is Public Architecture acting as an architect, designer, or engineer.
B. Architect has liability insurance that covers its work with Project Owner.
C. Architect in order to receive the benefit of Public Architecture connecting Architect with a Project Owner agrees to hold harmless Public Architecture from any and all liability in connection with any issues of introducing Architect and Project Owner, facilitating Architect to become involved with the Project, or any alleged issues arising out of or related to the design or construction of the Project.
NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:
1. Recitals: The foregoing recitals are true and incorporated herein by this reference as though set forth in full.
2. Hold Harmless: Architect hereby agrees to hold harmless, indemnify, and defend Public Architecture from and against any claim or cause of action, for damages or other relief, arising out of the introduction of Architect to any Project Owner, facilitating Architect to become involved with any project, or any alleged issues arising out of related to the design or construction of any project. The obligations to indemnify, defend, and hold harmless Public Architecture hereunder shall include any and all claims, causes of action, costs, liabilities, damages, and expenses, including reasonable attorney's fees and expert fees as approved by the court and other costs of defense, unless and to the extent attributable to the gross negligence or affirmative misconduct of Public Architecture. This duty to defend and indemnify will survive this Agreement.
(a) As of the Effective Date, for valid consideration, receipt of which is hereby acknowledged, Architect, on its own behalf, and on behalf of their successors, officers, directors, shareholders, partners, assigns, personal representatives, agents, and employees, hereby release and forever discharge Public Architecture, on its own behalf, and on behalf of its successors, officers, directors, shareholders, heirs, assigns, personal representatives, agents, employer(s), and employees, from any and all claims, damages, duties, liabilities, responsibilities, or obligations with respect to the Project, and further covenants not to sue or otherwise institute or in any way actively participate in or voluntarily assist in the prosecution of any legal or administrative proceeding against Public Architecture.
(b) The parties understand and expressly agree that the Agreement set forth herein extends to all claims of every nature and kind, known or unknown, suspected or unsuspected, past or present arising from the Project, and that any and all rights under Section 1542 of the California Civil Code or any analogous state or federal law or regulation are hereby expressly waived. Section 1542 of the Civil Code of the State of California reads as follows:
"A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor."
4. Effectiveness. This Agreement shall be effective as of the date of its execution.
5. Miscellaneous: This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. This Agreement has been drafted with the ability for full participation by counsel for Architect and the principle of construction against a party who has drafted the Agreement shall not be applicable to the interpretation or enforcement of this Agreement. In case of any litigation to construe, interpret or enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs in addition to such other relief as the court may award, including legal fees and costs on appeal. This Agreement shall be governed and interpreted under California law and any disputes will be resolved in San Francisco City and County.