Contracting and indemnification

[Citizen K]

I have the opportunity to consult on some design review work for a local municipality's planning department. The proposed contract's indemnification clause is completely one-sided, and I think I'd be nuts to sign it. ("Contractor shall indemnify, defend w/ counsel approved by the City, and hold harmless the City ... from all liability [etc] ... arising in connection w/ Contractor's performance ... regardless of the City's passive negligence ...").

I won't sign as is, but I'm wondering how I should counter. Mutual indemnification or no dice? Remove any reference to "City's negligence" then add "negligent acts performed by Contractor only"? Something else?

Does anyone have experience with this issue? Any insight would be welcome.

[Cardinal]

You would be right to ask them to modify the contract. Our insurer provided a similar contract to use with clients. After having to modify it several times, I substituted language that basically states that they will hold harmless and indemnify us from actions not arising from negligence. You should expect the same from them.