2025-26 Trees Atlanta Smyrna Front Yard Program Agreement- Updated
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7 July 24, 2025 Liability; Indemnity and Insurance 4.1 City’s Liabilities The City shall not in any way be liable or responsible for any loss, damage or expense that Trees Atlanta may sustain or incur in its performance of the work provided for in this Agreement, unless and only to the extent that said loss, damage or expense is caused by the City’s gross negligence, intentional misconduct, or breach of a material term of this Agreement. 4.2 Indemnification and Hold Harmless by Trees Atlanta 4.2.1 Indemnification by Trees Atlanta Trees Atlanta agrees to indemnify, defend, and hold harmless the City and the City’s officers, agents, employees, and elected officials in their capacities as such (collectively with the City, the “Indemnified Persons”) from and against any and all claims, demands, suits, actions, causes of action, damages, liabilities, losses, judgments, and reasonable legal expenses and fees of every kind and character (collectively, the “Claims”) that arise directly from Trees Atlanta’s performance of its services under this Agreement, but only if and to the extent that such Claims are the direct and proximate result of the negligence of Trees Atlanta in its performance of services hereunder; provided, however, that, if a contractor or subcontractor is retained by Trees Atlanta to perform services under or in connection with this Agreement and has executed an agreement with Trees Atlanta or the City in accordance with Section 4.2.2 hereof and any Claims are suffered by an Indemnified Person as a result (in whole or in part) of the negligence of such contractor or subcontractor (including , without limitation, the negligence of any such contractor's or subcontractor's officers, employees, agents, or other persons acting at the direction or under the supervision or control of such contractor or subcontractor), then the indemnification undertakings of the contractor or subcontractor, as applicable, in favor of the Indemnified Persons shall exclusively apply and the foregoing indemnity from Trees Atlanta shall be inapplicable and unenforceable (the “ Contractor/Subcontractor Exclusion ”). Notwithstanding anything to the contrary contained in this Agreement , Trees Atlanta shall have no duty to remediate, or to indemnify any Indemnified Person with respect to, any Claim arising from, any potentially dangerous , hazardous, or otherwise unsafe condition unless (a) such condition was caused by the sole negligence of Trees Atlanta in connection with its performance of the services hereunder [or under a specific agreement] and (b) Trees Atlanta was directed in writing by the City , during the term of this Agreement, to remediate such condition, which writing shall describe the nature and specific location of the condition to be remediated and the asserted negligence of Trees Atlanta that caused such condition to exist; provided, however, that in no event shall Trees Atlanta be deemed to be negligent in its performance of any services pursuant to a request, direction, or instruction of any officer, agent, or employee of the City. Trees Atlanta’s agreement to indemnify and