Common use of AUTHORITY INDEMNIFIED Clause in Contracts

AUTHORITY INDEMNIFIED. ‌ THE CONSULTANT SHALL INDEMNIFY AND SAVE HARMLESS THE AUTHORITY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (WHICH, FOR PURPOSES OF THIS AGREEMENT, SHALL INCLUDE THE AUTHORITY’S GENERAL COUNSEL, BOND COUNSEL, AND FINANCIAL ADVISOR (S)), FROM ANY CLAIMS, COSTS OR LIABILITIES OF ANY TYPE OR NATURE AND BY OR TO ANY PERSONS WHOMSOEVER, ARISING FROM THE CONSULTANT’S NEGLIGENT ACTS, ERRORS OR OMISSIONS WITH RESPECT TO THE CONSULTANT’S PERFORMANCE OF THE WORK TO BE ACCOMPLISHED UNDER THIS AGREEMENT, WHETHER SUCH CLAIM OR LIABILITY IS BASED IN CONTRACT, TORT OR STRICT LIABILITY. IN SUCH EVENT, THE CONSULTANT SHALL ALSO INDEMNIFY AND SAVE HARMLESS THE AUTHORITY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (WHICH, FOR PURPOSES OF THIS AGREEMENT, SHALL INCLUDE THE AUTHORITY’S GENERAL COUNSEL, XXXX COUNSEL, AND FINANCIAL ADVISOR (S)) FROM ANY AND ALL EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, INCURRED BY THE INDEMNIFIED ENTITY (S) IN LITIGATING OR OTHERWISE RESISTING SAID CLAIMS, COSTS OR LIABILITIES. IN THE EVENT THE AUTHORITY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (WHICH, FOR PURPOSES OF THIS AGREEMENT, SHALL INCLUDE THE AUTHORITY’S GENERAL COUNSEL, BOND COUNSEL, AND FINANCIAL ADVISOR (S)) IS/ARE FOUND TO BE PARTIALLY AT FAULT, THE CONSULTANT SHALL, NEVERTHELESS, INDEMNIFY THE INDEMNIFIED ENTITY (S) FROM AND AGAINST THE PERCENTAGE OF NEGLIGENCE ATTRIBUTABLE TO THE CONSULTANT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONSULTANTS, AND CONTRACTORS OR TO THEIR CONDUCT. NOTWITHSTANDING THE FOREGOING, THE CONSULTANT SHALL NOT BE RESPONSIBLE FOR (A) CONSTRUCTION MEANS, METHODS, TECHNIQUES, SEQUENCES, PROCEDURES, OR SAFETY PRECAUTIONS AND PROGRAMS IN CONNECTION WITH THE PROJECT UNLESS DEVELOPMENT OR OVERSIGHT OF SUCH MATTERS IS SPECIFICALLY ASSIGNED TO THE CONSULTANT; (B) THE FAILURE OF ANY CONTRACTOR, SUBCONTRACTOR, VENDOR, OR OTHER PROJECT PARTICIPANT, NOT UNDER CONTRACT TO THE CONSULTANT, TO FULFILL CONTRACTUAL RESPONSIBILITIES TO THE AUTHORITY OR TO COMPLY WITH FEDERAL, STATE OR LOCAL LAWS, REGULATIONS AND CODES; OR (C) PROCURING PERMITS, CERTIFICATES AND LICENSES REQUIRED FOR ANY CONSTRUCTION UNLESS SUCH PROCUREMENT RESPONSIBILITIES ARE SPECIFICALLY ASSIGNED TO THE CONSULTANT IN ACCORDANCE WITH THIS AGREEMENT.

AUTHORITY INDEMNIFIED. ‌ THE CONSULTANT GEC SHALL INDEMNIFY AND SAVE HOLD HARMLESS THE AUTHORITY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AND AGENTS (WHICH, FOR THE PURPOSES OF THIS AGREEMENT, SHALL INCLUDE THE AUTHORITY’S GENERAL COUNSEL, BOND COUNSEL, FINANCIAL ADVISORS, TRAFFIC AND FINANCIAL ADVISOR (S))REVENUE ENGINEERING CONSULTANTS, TOLL OPERATIONS/COLLECTIONS FIRMS, AND UNDERWRITERS) FROM ANY CLAIMS, COSTS COSTS, OR LIABILITIES OF ANY TYPE OR NATURE AND BY OR TO ANY PERSONS WHOMSOEVER, ARISING FROM TO THE CONSULTANT’S EXTENT CAUSED BY THE NEGLIGENT ACTS, ERRORS ERRORS, OR OMISSIONS OF THE GEC OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WITH RESPECT TO THE CONSULTANTGEC’S PERFORMANCE OF THE WORK TO BE ACCOMPLISHED UNDER THIS AGREEMENT, WHETHER SUCH CLAIM OR LIABILITY IS BASED IN CONTRACT, TORT OR STRICT LIABILITY. IN SUCH EVENT, THE CONSULTANT GEC SHALL ALSO INDEMNIFY AND SAVE HOLD HARMLESS THE AUTHORITY, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AND AGENTS (WHICH, FOR PURPOSES OF THIS AGREEMENT, SHALL INCLUDE THE AUTHORITY’S GENERAL COUNSEL, XXXX COUNSEL, AND FINANCIAL ADVISOR (S)AS DEFINED ABOVE) FROM ANY AND ALL REASONABLE AND NECESSARY EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, INCURRED BY THE INDEMNIFIED ENTITY (S) AUTHORITY IN LITIGATING OR OTHERWISE RESISTING SAID CLAIMS, COSTS OR LIABILITIES. IN THE EVENT THE AUTHORITY, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AND AGENTS (WHICHAS DEFINED ABOVE), FOR PURPOSES OF THIS AGREEMENT, SHALL INCLUDE THE AUTHORITY’S GENERAL COUNSEL, BOND COUNSEL, AND FINANCIAL ADVISOR (S)) IS/ARE FOUND TO BE PARTIALLY AT FAULT, THE CONSULTANT GEC SHALL, NEVERTHELESS, INDEMNIFY THE INDEMNIFIED ENTITY (S) AUTHORITY FROM AND AGAINST THE PERCENTAGE OF NEGLIGENCE FAULT ATTRIBUTABLE TO THE CONSULTANT, GEC OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONSULTANTS, AND CONTRACTORS AGENTS OR TO THEIR CONDUCT. NOTWITHSTANDING THE FOREGOINGGEC HEREBY WAIVES ANY RIGHT TO DEFEND AGAINST THE ENFORCEABILITY OF THIS INDEMNIFICATION PROVISION AND EXPRESSLY AGREES THAT THIS PROVISION MEETS ALL LEGAL REQUIREMENTS AND IS LEGALLY ENFORCEABLE AGAINST THE GEC. Notwithstanding the foregoing, THE CONSULTANT SHALL NOT BE RESPONSIBLE FOR the GEC shall not be responsible for (Aa) CONSTRUCTION MEANSconstruction means, METHODSmethods, TECHNIQUEStechniques, SEQUENCESsequences, PROCEDURESprocedures, OR SAFETY PRECAUTIONS AND PROGRAMS IN CONNECTION WITH THE PROJECT UNLESS DEVELOPMENT OR OVERSIGHT OF SUCH MATTERS IS SPECIFICALLY ASSIGNED TO THE CONSULTANTor safety precautions and programs in connection with a Project unless development or oversight of such matters is specifically assigned to the GEC in a Work Authorization executed by both parties; (Bb) THE FAILURE OF ANY CONTRACTORthe failure of any contractor, SUBCONTRACTORsubcontractor, VENDORvendor, OR OTHER PROJECT PARTICIPANTor other Project participant, NOT UNDER CONTRACT TO THE CONSULTANTnot under contract to the GEC, TO FULFILL CONTRACTUAL RESPONSIBILITIES TO THE AUTHORITY OR TO COMPLY WITH FEDERALto fulfill contractual responsibilities to the Authority or to comply with federal, STATE OR LOCAL LAWSstate or local laws, REGULATIONS AND CODESregulations and codes; OR or (Cc) PROCURING PERMITSprocuring permits, CERTIFICATES AND LICENSES REQUIRED FOR ANY CONSTRUCTION UNLESS SUCH PROCUREMENT RESPONSIBILITIES ARE SPECIFICALLY ASSIGNED TO THE CONSULTANT IN ACCORDANCE WITH THIS AGREEMENTcertificates and licenses required for any construction unless such procurement responsibilities are specifically assigned to the GEC in accordance with this Agreement.

AUTHORITY INDEMNIFIED. ‌ THE CONSULTANT SHALL CONTRACTOR WILL INDEMNIFY AND SAVE HOLD HARMLESS THE AUTHORITY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (WHICHAGENTS, FOR PURPOSES OF THIS AGREEMENT, SHALL INCLUDE THE AUTHORITY’S GENERAL COUNSEL, BOND COUNSELCONSULTANTS, AND FINANCIAL ADVISOR REPRESENTATIVES (S))COLLECTIVELY, THE “INDEMNITEES”) FROM ANY CLAIMS, COSTS COSTS, OR LIABILITIES OF ANY TYPE OR NATURE NATURE, AND BY OR TO ANY PERSONS WHOMSOEVER, TO THE EXTENT ARISING FROM THE CONSULTANTCONTRACTOR’S NEGLIGENT ACTS, ERRORS ACTIONS OR OMISSIONS WITH RESPECT INACTIONS (INCLUDING NEGLIGENCE) RELATED TO THE CONSULTANT’S ITS PERFORMANCE OF THE WORK TO BE ACCOMPLISHED UNDER THIS AGREEMENT, AGREEMENT WHETHER SUCH CLAIM OR LIABILITY IS BASED IN CONTRACT, TORT OR STRICT LIABILITYLIABILITY OR CAUSED BY AN EMPLOYEE OR AGENT OF THE CONTRACTOR AGAINST THE INDEMNITEES. IN SUCH EVENT, THE CONSULTANT SHALL CONTRACTOR ALSO WILL INDEMNIFY AND SAVE HOLD HARMLESS THE AUTHORITY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (WHICH, FOR PURPOSES OF THIS AGREEMENT, SHALL INCLUDE THE AUTHORITY’S GENERAL COUNSEL, XXXX COUNSEL, AND FINANCIAL ADVISOR (S)) INDEMNITEES FROM ANY AND ALL EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, INCURRED BY THE INDEMNIFIED ENTITY (S) AUTHORITY IN LITIGATING OR OTHERWISE RESISTING RESPONDING TO SAID CLAIMS, COSTS CLAIM OR LIABILITIES. IN THE EVENT THAT ANY OF THE AUTHORITY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (WHICH, FOR PURPOSES OF THIS AGREEMENT, SHALL INCLUDE THE AUTHORITY’S GENERAL COUNSEL, BOND COUNSEL, AND FINANCIAL ADVISOR (S)) INDEMNITEES IS/ARE FOUND TO BE PARTIALLY AT FAULT, THE CONSULTANT SHALLCONTRACTOR WILL, NEVERTHELESS, INDEMNIFY THE INDEMNIFIED ENTITY (S) INDEMNITEES FROM AND AGAINST THE EXPENSES, CLAIMS, OR LIABILITIES RELATING TO THE PERCENTAGE OF NEGLIGENCE FAULT ATTRIBUTABLE TO THE CONSULTANTCONTRACTOR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONSULTANTSCONTRACTORS, AND CONTRACTORS CONSULTANTS OR REPRESENTATIVES OR TO THEIR CONDUCT. NOTWITHSTANDING THE FOREGOING, PROVISIONS OF THIS SECTION WILL SURVIVE THE CONSULTANT SHALL NOT BE RESPONSIBLE FOR (A) CONSTRUCTION MEANS, METHODS, TECHNIQUES, SEQUENCES, PROCEDURES, OR SAFETY PRECAUTIONS AND PROGRAMS IN CONNECTION WITH THE PROJECT UNLESS DEVELOPMENT OR OVERSIGHT TERMINATION OF SUCH MATTERS IS SPECIFICALLY ASSIGNED TO THE CONSULTANT; (B) THE FAILURE OF ANY CONTRACTOR, SUBCONTRACTOR, VENDOR, OR OTHER PROJECT PARTICIPANT, NOT UNDER CONTRACT TO THE CONSULTANT, TO FULFILL CONTRACTUAL RESPONSIBILITIES TO THE AUTHORITY OR TO COMPLY WITH FEDERAL, STATE OR LOCAL LAWS, REGULATIONS AND CODES; OR (C) PROCURING PERMITS, CERTIFICATES AND LICENSES REQUIRED THIS AGREEMENT FOR ANY CONSTRUCTION UNLESS SUCH PROCUREMENT RESPONSIBILITIES ARE SPECIFICALLY ASSIGNED REASON, INCLUDING PURSUANT TO THE CONSULTANT IN ACCORDANCE WITH THIS AGREEMENTANY TERMINATION RIGHT PROVIDED FOR OR ALLOWED HEREUNDER.

AUTHORITY INDEMNIFIED. ‌ THE CONSULTANT GEC SHALL INDEMNIFY AND SAVE HOLD HARMLESS THE AUTHORITY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AND AGENTS (WHICH, FOR THE PURPOSES OF THIS AGREEMENT, SHALL INCLUDE THE AUTHORITY’S GENERAL COUNSEL, BOND COUNSEL, FINANCIAL ADVISORS, TRAFFIC AND FINANCIAL ADVISOR (S))REVENUE ENGINEERING CONSULTANTS, TOLL OPERATIONS/COLLECTIONS FIRMS, AND UNDERWRITERS) FROM ANY CLAIMS, COSTS OR LIABILITIES LIABILITIES, OF ANY TYPE OR NATURE AND BY OR TO ANY PERSONS WHOMSOEVER, ARISING FROM TO THE CONSULTANT’S EXTENT CAUSED BY THE NEGLIGENT ACTS, ERRORS OR OMISSIONS OF THE GEC OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WITH RESPECT TO THE CONSULTANT’S PERFORMANCE OF THE WORK TO BE ACCOMPLISHED UNDER THIS AGREEMENT, WHETHER SUCH CLAIM OR LIABILITY IS BASED IN CONTRACT, TORT OR STRICT LIABILITY. IN SUCH EVENT, THE CONSULTANT GEC SHALL ALSO INDEMNIFY AND SAVE HOLD HARMLESS THE AUTHORITY, ITS OFFICERS, DIRECTORS, EMPLOYEESEMPLOYEES CONSULTANTS, AND AGENTS (WHICH, FOR PURPOSES OF THIS AGREEMENT, SHALL INCLUDE THE AUTHORITY’S GENERAL COUNSEL, XXXX COUNSEL, AND FINANCIAL ADVISOR (S)AS DEFINED ABOVE) FROM ANY AND ALL REASONABLE AND NECESSARY EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, INCURRED BY THE INDEMNIFIED ENTITY (S) AUTHORITY IN LITIGATING OR OTHERWISE RESISTING SAID CLAIMS, COSTS OR LIABILITIES. IN THE EVENT THE AUTHORITY, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AND AGENTS (WHICH, FOR PURPOSES OF THIS AGREEMENT, SHALL INCLUDE THE AUTHORITY’S GENERAL COUNSEL, BOND COUNSEL, AND FINANCIAL ADVISOR (S)AS DEFINED ABOVE) IS/ARE FOUND TO BE PARTIALLY AT FAULT, THE CONSULTANT GEC SHALL, NEVERTHELESS, INDEMNIFY THE INDEMNIFIED ENTITY (S) AUTHORITY FROM AND AGAINST THE PERCENTAGE OF NEGLIGENCE FAULT ATTRIBUTABLE TO THE CONSULTANT, GEC OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, SUBCONSULTANTS, AND CONTRACTORS OR TO THEIR CONDUCT. NOTWITHSTANDING THE FOREGOINGNotwithstanding the foregoing, THE CONSULTANT SHALL NOT BE RESPONSIBLE FOR the GEC shall not be responsible for (Aa) CONSTRUCTION MEANSconstruction means, METHODSmethods, TECHNIQUEStechniques, SEQUENCESsequences, PROCEDURESprocedures, OR SAFETY PRECAUTIONS AND PROGRAMS IN CONNECTION WITH THE PROJECT UNLESS DEVELOPMENT OR OVERSIGHT OF SUCH MATTERS IS SPECIFICALLY ASSIGNED TO THE CONSULTANTconstruction scheduling, or safety precautions and programs in connection with the Project unless development or oversight of such matters is specifically assigned to the GEC; (Bb) THE FAILURE OF ANY CONTRACTORthe failure of any contractor, SUBCONTRACTORsubcontractor, VENDORvendor, OR OTHER PROJECT PARTICIPANTor other Project participant, NOT UNDER CONTRACT TO THE CONSULTANTnot under contract to the GEC, TO FULFILL CONTRACTUAL RESPONSIBILITIES TO THE AUTHORITY OR TO COMPLY WITH FEDERALto fulfill contractual responsibilities to the Authority or to comply with federal, STATE OR LOCAL LAWSstate or local laws, REGULATIONS AND CODESregulations and codes; OR or (Cc) PROCURING PERMITSprocuring permits, CERTIFICATES AND LICENSES REQUIRED FOR ANY CONSTRUCTION UNLESS SUCH PROCUREMENT RESPONSIBILITIES ARE SPECIFICALLY ASSIGNED TO THE CONSULTANT IN ACCORDANCE WITH THIS AGREEMENTcertificates and licenses required for any construction unless such procurement responsibilities are specifically assigned to the GEC in accordance with this Agreement.