We represented an architecture firm to negotiate a professional services agreement with a public entity for the design of new STEM labs at a community college. The project carried an $8 million construction budget and a design fee of about $1.1 million. Our client’s scope encompassed schematic design, design development, construction documents, permitting and bidding, and construction administration. Negotiations with the college’s legal counsel required significant effort to mitigate uninsurable indemnity and defense provisions in the agreement. We achieved this by bifurcating the architect’s obligations, separating “professional negligence” indemnity from defense and indemnity for “ordinary negligence” claims, protecting our client’s professional liability insurance coverage. This limited the architect’s defense obligations to claims involving bodily injury or property damage (excluding the work itself) caused by ordinary negligence, and only if not covered by professional liability insurance, while preserving the insurer’s right to control the defense
