Common use of Contractor Indemnification Clause in Contracts

Contractor Indemnification. To the fullest extent permitted by law, the Contractor assumes liability for and agrees, at the Contractor’s sole cost and expense, to promptly and fully indemnify, protect, hold harmless and defend (even if the allegations are false, fraudulent, or groundless), the Xxxxxx Valley Community Services District (sometimes “CSD”), the City of Xxxxxx Valley (sometimes “City”), the City Council and Board of Directors and each member thereof, and the Xxxxxx Valley Housing Authority and all of their respective officials, officers, directors, employees, commission members, representatives and agents (collectively “Indemnitees” and singularly “Indemnitee”), from and against any and all claims, allegations, actions, suits, arbitrations, administrative proceedings, regulatory proceedings, or other legal proceeds, causes of action, demands, costs, judgments, liens, stop notices, penalties, liabilities, damages, losses, anticipated losses of revenues, and expenses (including, but not limited to, any fees of accountants, attorneys, experts or other professionals, or investigation expenses), or losses of any kind or nature whatsoever, whether actual, threatened or alleged, arising out of, resulting from, or in any way (either directly or indirectly), related to the work or the Project or any breach of this Agreement by Contractor or any of its officers, agents, employees, subcontractors, sub-subcontractors, or any person performing any of the work, pursuant to a direct or indirect contract with the Contractor (“Indemnity Claims”). Such Indemnity Claims include, but are not limited to, claims for: 1. Any activity on or use of the CSD’s and/or City’s premises or facilities; 2. Any liability incurred due to Contractor acting outside the scope of its authority pursuant to this Agreement, whether or not caused in part by an Indemnitee; 3. The failure of Contractor or the work to comply with any applicable law, permit or orders; 4. Any misrepresentation, misstatement or omission with respect to any statement made in this Agreement or any document furnished by the Contractor in connection therewith; 5. Any breach of any duty, obligation or requirement under this Agreement or any document furnished by Contractor in connection therewith, including, but not limited to any breach of Contractor’s warranties, representations or agreements; 6. Any failure to coordinate the work with Agency’s separate contractors; 7. Any failure to provide notice to any party as required by this Agreement or any document furnished in connection therewith; 8. Any failure to act in such a manner as to protect the Project from loss, cost, expense or liability; 9. Damage or injury to real property or personal property, equipment and materials (including, but without limitation, property under the care and custody of the Contractor or the City and/or CSD), and injury or death sustained by any person or persons (including, but not limited to, Contractor’s employees or agents, and members of the general public); 10. Any liability imposed by applicable law including, but not limited to criminal or civil fines or penalties; 11. Any dangerous, hazardous, unsafe or defective condition of, in or on the Project site, of any nature whatsoever, which may exist by reason of any act, omission, neglect, or any use or occupation of the site by Contractor, its officers, agents, employees, or subcontractors; 12. Any operation conducted upon or any use or occupation of the Project site by Contractor, its officers, agents, employees, or subcontractors under or pursuant to the provisions of this Agreement or otherwise; 13. Any acts, errors, omission or negligence of Contractor, its officers, agents, employees, or subcontractors; 14. Infringement of any patent rights, licenses, copyrights or intellectual property which may be brought against the Contractor or Agency arising out of Contractor’s work, for which the Contractor is responsible; and 15. Any and all claims against the Agency seeking compensation for labor performed or materials used or furnished to be used in the work or alleged to have been furnished on the Project, including all incidental or consequential damages resulting to the Agency from such claims.

Contractor Indemnification. To the fullest extent permitted by lawContractor shall be solely liable for, the and Contractor assumes liability for and agrees, at the Contractor’s sole cost and expense, to promptly and fully shall indemnify, protectdefend and hold Xxxxxxx and its direct or indirect parent company, hold harmless subsidiaries, affiliates, divisions and defend (even if the allegations are false, fraudulent, or groundless), the Xxxxxx Valley Community Services District (sometimes “CSD”), the City of Xxxxxx Valley (sometimes “City”), the City Council and Board of Directors and each member thereof, and the Xxxxxx Valley Housing Authority and all of their respective officialsdirectors, officers, directorsshareholders, employees, commission membersagents, representatives representatives, successors and agents assigns (collectively collectively, “Indemnitees” and singularly “Indemnitee”), ) harmless from and against against, any and all claims, allegations, actions, suits, arbitrations, administrative proceedings, regulatory proceedingslosses, or other legal proceeds, causes of action, demands, costs, judgments, liens, stop noticesliabilities, penalties, liabilities, damages, losses, anticipated losses of revenues, and costs or expenses (including, but not limited to, any including attorneys’ fees of accountants, attorneys, experts or other professionals, or investigation expenses), or losses and disbursements) of any kind whatsoever (collectively, “Claims”) resulting from (i) injuries to or nature whatsoeverdeath of any and all individuals or damage to, whether actualloss, threatened or allegedand/or destruction of property, arising out ofincluding, without limitation, property of Xxxxxxx, resulting from, from Contractor’s negligence or more culpable acts or omissions in any way its delivery of the Goods and/or performance of the Services; (either directly ii) actual or indirectly), related to the work alleged infringement or the Project or any breach of this Agreement misappropriation by Contractor or any subcontractor or other representative of its officersany patent, agentscopyright, employeestrade secret, subcontractorstrademark, sub-subcontractorsservice xxxx, trade name, or any person performing any of the work, pursuant to a direct or indirect contract other intellectual property right in connection with the Contractor Goods and/or Services, including without limitation, any Deliverable; (“Indemnity Claims”). Such Indemnity Claims include, but are not limited to, iii) Contractor’s violation of any third party license to use intellectual property in connection with the Goods and/or Services; (iv) third party claims for: 1. Any activity on or use of the CSD’s and/or City’s premises or facilities; 2. Any liability incurred due to Contractor acting outside the scope of its authority pursuant to this Agreementany kind, whether based upon negligence, strict liability or not caused otherwise, arising out of or connected in part by an Indemnitee; 3. The any manner to Contractor’s negligence or more culpable acts or omissions in breach of this Order; (v) Contractor’s failure of Contractor or the work to comply with any applicable lawterm of this Order; or (vi) the failure of Contractor to cause any improperly filed mechanics lien or stop notice claim to be fully discharged. The indemnification obligation shall not apply to the extent that injuries, permit death, loss, damage or orders; 4. Any misrepresentation, misstatement or omission with respect to any statement made in this Agreement or any document furnished destruction is caused by the Contractor in connection therewith; 5. Any breach willful act of any duty, obligation or requirement under this Agreement or any document furnished by Contractor in connection therewith, including, but not limited to any breach of Contractor’s warranties, representations or agreements; 6. Any failure to coordinate the work with Agency’s separate contractors; 7. Any failure to provide notice to any party as required by this Agreement or any document furnished in connection therewith; 8. Any failure to act in such a manner as to protect the Project from loss, cost, expense or liability; 9. Damage or injury to real property or personal property, equipment and materials (including, but without limitation, property under the care and custody of the Contractor or the City and/or CSD), and injury or death sustained by any person or persons (including, but not limited to, Contractor’s employees or agents, and members of the general public); 10. Any liability imposed by applicable law including, but not limited to criminal or civil fines or penalties; 11. Any dangerous, hazardous, unsafe or defective condition of, in or on the Project site, of any nature whatsoever, which may exist by reason of any act, omission, neglectIndemnitees, or any use Indemnitees’ negligence or occupation of the site by Contractor, its officers, agents, employees, more culpable acts or subcontractors; 12. Any operation conducted upon or any use or occupation of the Project site by Contractor, its officers, agents, employees, or subcontractors under or pursuant to the provisions of this Agreement or otherwise; 13. Any acts, errors, omission or negligence of Contractor, its officers, agents, employees, or subcontractors; 14. Infringement of any patent rights, licenses, copyrights or intellectual property which may be brought against the Contractor or Agency arising out of Contractor’s work, for which the Contractor is responsible; and 15. Any and all claims against the Agency seeking compensation for labor performed or materials used or furnished to be used in the work or alleged to have been furnished on the Project, including all incidental or consequential damages resulting to the Agency from such claimsomissions.

Contractor Indemnification. To the fullest extent permitted by lawof and in proportion to its share of negligence as determined in accordance with Section 16.4, the Contractor assumes liability for and agrees, at the Contractor’s sole cost and expense, agrees to promptly and fully indemnify, protectdefend and hold Owner and its affiliates, hold harmless and defend (even if the allegations are false, fraudulent, or groundless), the Xxxxxx Valley Community Services District (sometimes “CSD”), the City of Xxxxxx Valley (sometimes “City”), the City Council and Board of Directors and each member thereof, and the Xxxxxx Valley Housing Authority and all of their respective officialsdirectors, officers, directors, employees, commission membersrepresentatives, representatives agents, advisors, consultants, counsel and agents (collectively “Indemnitees” and singularly “Indemnitee”), assigns harmless from and against any and all losses, claims, allegations, actions, suits, arbitrations, administrative proceedings, regulatory proceedings, or other legal proceeds, causes of actionobligations, demands, costs, judgments, liens, stop noticesassessments, penalties, liabilities, damagescosts, losses, anticipated losses of revenues, damages and expenses (includingcollectively, but not limited to“Damages”) asserted against or incurred by such indemnitees by reason of or resulting from any and all of the following: (a) any bodily injury, death or damage to property caused by any negligent act or omission (including strict liability) or willful misconduct relating to or arising out of the performance of the Work or any curative action under any warranty following performance of the Work, of Contractor or any Affiliate thereof, any fees of accountants, attorneys, experts Subcontractor or other professionalsVendor, or investigation expenses)anyone directly or indirectly employed by any of them, or losses anyone for whose acts such Person may be liable; (b) any third party (excluding Affiliates of any kind Owner, Engineer or nature whatsoever, whether actual, threatened Financing Parties) claims resulting in bodily or alleged, property damage arising out of, resulting from, of defective and/or nonconforming Work relating to or in arising out of the performance of the Work; (c) claims by any way (either directly or indirectly), Government Authority for any Contractor Taxes related to the work Work; (d) any pollution or contamination which may originate from sources in Contractor’s and its Subcontractors’ and Vendors’ possession, use and control, excluding Pre-Existing Hazardous Material and Hazardous Material brought to the Site by Owner, including, without limitation, from Hazardous Material, toxic waste, industrial hazards, sanitary waste, fuel, lubricant, motor oil, paint, solvent, bilge and garbage; (e) to the extent Owner has timely paid all undisputed amounts due pursuant to the Contract Documents, any Lien, as set forth in Section 3.25, on the Equipment, the Job Site or any fixtures or personal property included in the Work (whether or not any such Lien is valid or enforceable) created by, through or under, or as a result of any act or omission (or alleged act or omission) of, Contractor or any Subcontractor, Vendor or other Person providing labor or materials in connection with the Work; (f) [Reserved]; (g) any vitiation of any insurance policy procured under Article IX as a result of Contractor’s failure to comply with any of the requirements set forth in such policy or any other act by Contractor or any Subcontractor or Vendor; (h) or any failure of Contractor to comply with Applicable Laws or the Project conditions or provisions of Applicable Permits; and (i) any breach claims with respect to employer’s liability or worker’s compensation filed by any employee of this Agreement by Contractor or any of its officers, agents, employees, subcontractors, sub-subcontractors, Subcontractors or any person performing any of the work, pursuant to a direct or indirect contract with the Contractor (“Indemnity Claims”). Such Indemnity Claims include, but are not limited to, claims for: 1. Any activity on or use of the CSD’s and/or City’s premises or facilities; 2. Any liability incurred due to Contractor acting outside the scope of its authority pursuant to this Agreement, whether or not caused in part by an Indemnitee; 3. The failure of Contractor or the work to comply with any applicable law, permit or orders; 4. Any misrepresentation, misstatement or omission with respect to any statement made in this Agreement or any document furnished by the Contractor in connection therewith; 5. Any breach of any duty, obligation or requirement under this Agreement or any document furnished by Contractor in connection therewith, including, but not limited to any breach of Contractor’s warranties, representations or agreements; 6. Any failure to coordinate the work with Agency’s separate contractors; 7. Any failure to provide notice to any party as required by this Agreement or any document furnished in connection therewith; 8. Any failure to act in such a manner as to protect the Project from loss, cost, expense or liability; 9. Damage or injury to real property or personal property, equipment and materials (including, but without limitation, property under the care and custody of the Contractor or the City and/or CSD), and injury or death sustained by any person or persons (including, but not limited to, Contractor’s employees or agents, and members of the general public); 10. Any liability imposed by applicable law including, but not limited to criminal or civil fines or penalties; 11. Any dangerous, hazardous, unsafe or defective condition of, in or on the Project site, of any nature whatsoever, which may exist by reason of any act, omission, neglect, or any use or occupation of the site by Contractor, its officers, agents, employees, or subcontractors; 12. Any operation conducted upon or any use or occupation of the Project site by Contractor, its officers, agents, employees, or subcontractors under or pursuant to the provisions of this Agreement or otherwise; 13. Any acts, errors, omission or negligence of Contractor, its officers, agents, employees, or subcontractors; 14. Infringement of any patent rights, licenses, copyrights or intellectual property which may be brought against the Contractor or Agency arising out of Contractor’s work, for which the Contractor is responsible; and 15. Any and all claims against the Agency seeking compensation for labor performed or materials used or furnished to be used in the work or alleged to have been furnished on the Project, including all incidental or consequential damages resulting to the Agency from such claimsVendors.

Contractor Indemnification. To the fullest extent permitted by law, the Contractor assumes liability for and agrees, at the Contractor’s sole cost and expense, to promptly and fully indemnify, protect, hold harmless and defend (even if the allegations are false, fraudulent, or groundless), the Xxxxxx Valley Community Services District (sometimes “CSD”), the City of Xxxxxx Valley (sometimes “City”), the City Council and Board of Directors and each member thereof, and the Xxxxxx Valley Housing Authority and all of their respective officials, officers, directors, employees, commission members, representatives and agents (collectively “Indemnitees” and singularly “Indemnitee”), from and against any and all claims, allegations, actions, suits, arbitrations, administrative proceedings, regulatory proceedings, or other legal proceeds, causes of action, demands, costs, judgments, liens, stop notices, penalties, liabilities, damages, losses, anticipated losses of revenues, and expenses (including, but not limited to, any fees of accountants, attorneys, experts or other professionals, or investigation expenses), or losses of any kind or nature whatsoever, whether actual, threatened or alleged, arising out of, resulting from, or in any way (either directly or indirectly), related to the work or the Project or any breach of this Agreement by Contractor or any of its officers, agents, employees, subcontractors, sub-subcontractors, or any person performing any of the work, pursuant to a direct or indirect contract with the Contractor (“Indemnity Claims”). Such Indemnity Claims include, but are not limited to, claims for: 1. : Any activity on or use of the CSD’s and/or City’s premises or facilities; 2. ; Any liability incurred due to Contractor acting outside the scope of its authority pursuant to this Agreement, whether or not caused in part by an Indemnitee; 3. ; The failure of Contractor or the work to comply with any applicable law, permit or orders; 4. ; Any misrepresentation, misstatement or omission with respect to any statement made in this Agreement or any document furnished by the Contractor in connection therewith; 5. ; Any breach of any duty, obligation or requirement under this Agreement or any document furnished by Contractor in connection therewith, including, but not limited to any breach of Contractor’s warranties, representations or agreements; 6. ; Any failure to coordinate the work with Agency’s separate contractors; 7. ; Any failure to provide notice to any party as required by this Agreement or any document furnished in connection therewith; 8. ; Any failure to act in such a manner as to protect the Project from loss, cost, expense or liability; 9. ; Damage or injury to real property or personal property, equipment and materials (including, but without limitation, property under the care and custody of the Contractor or the City and/or CSD), and injury or death sustained by any person or persons (including, but not limited to, Contractor’s employees or agents, and members of the general public); 10. ; Any liability imposed by applicable law including, but not limited to criminal or civil fines or penalties; 11. ; Any dangerous, hazardous, unsafe or defective condition of, in or on the Project site, of any nature whatsoever, which may exist by reason of any act, omission, neglect, or any use or occupation of the site by Contractor, its officers, agents, employees, or subcontractors; 12. ; Any operation conducted upon or any use or occupation of the Project site by Contractor, its officers, agents, employees, or subcontractors under or pursuant to the provisions of this Agreement or otherwise; 13. ; Any acts, errors, omission or negligence of Contractor, its officers, agents, employees, or subcontractors; 14. ; Infringement of any patent rights, licenses, copyrights or intellectual property which may be brought against the Contractor or Agency arising out of Contractor’s work, for which the Contractor is responsible; and 15. and Any and all claims against the Agency seeking compensation for labor performed or materials used or furnished to be used in the work or alleged to have been furnished on the Project, including all incidental or consequential damages resulting to the Agency from such claims.

Contractor Indemnification. To the extent that an alleged or actual “nuclear incident” as defined by the Act or exposure to a Nuclear Energy Hazard occurs outside of an Exelon Nuclear generating station, then Contractor shall, to the fullest extent permitted by law, the Contractor assumes liability for and agrees, at the Contractor’s sole cost and expense, to promptly and fully indemnify, protect, defend upon request and hold harmless Exelon and defend (even if the allegations are false, fraudulent, or groundless), the Xxxxxx Valley Community Services District (sometimes “CSD”), the City of Xxxxxx Valley (sometimes “City”), the City Council and Board of Directors and each member thereof, and the Xxxxxx Valley Housing Authority and all of their respective officials, its officers, directors, employees, commission membersagents, representatives representatives, subsidiaries, affiliates, successors, and agents assigns (collectively “Indemnitees” and singularly “IndemniteeExelon Parties”)) against all losses, from and against any and all claims, allegations, actions, suits, arbitrations, administrative proceedings, regulatory proceedings, or other legal proceeds, causes of action, demands, costs, judgments, liens, stop notices, penalties, liabilities, damages, lossesexpense (including reasonable attorneys’ fees and costs) and liabilities sustained or incurred by the Exelon Parties for any damage, anticipated losses harm, loss or injury of revenuesany kind, direct or indirect, to any property or person (including death), including claims for injuries to employees of the Exelon Parties, Contractor and/or any Subcontractor, arising directly or indirectly out of such alleged or actual nuclear incident or exposure to a Nuclear Energy Harzard, regardless of whether any such liability, damage, loss or injury is caused by, results from or arises out of the negligence, fault or other liability of the Exelon Parties or any other party to be indemnified. Contractor shall further, to the fullest extent permitted by Law, indemnify, defend Exelon Parties upon request, and expenses hold Exelon Parties harmless against any loss sustained or incurred by Exelon Parties (including, but not limited to, including reasonable attorneys’ fees and expenses) for any fees of accountants, attorneys, experts breach or other professionals, or investigation expenses), or losses nonperformance by Contractor of any kind or nature whatsoever, whether actual, threatened or alleged, arising out of, resulting from, or in any way (either directly or indirectly), related to the work or the Project or any breach of this Agreement by Contractor or any of its officers, agents, employees, subcontractors, sub-subcontractors, or any person performing any portion of the work, pursuant to a direct or indirect Purchase Order and/or other contract with the Contractor (“Indemnity Claims”)documents. Such Indemnity Claims include, but are not limited to, claims for: 1. Any activity on or use of the CSD’s and/or City’s premises or facilities; 2. Any liability incurred due to Contractor acting outside the scope of its authority pursuant to this Agreement, whether or not caused in part by an Indemnitee; 3. The failure of Contractor or the work to comply with any applicable law, permit or orders; 4. Any misrepresentation, misstatement or omission with respect to any statement made in this Agreement or any document furnished by the Contractor in connection therewith; 5. Any breach of any duty, obligation or requirement under this Agreement or any document furnished by Contractor in connection therewith, including, but not limited to any breach of Contractor’s warranties, representations or agreements; 6. Any failure to coordinate the work with Agency’s separate contractors; 7. Any failure to provide notice to any party Except as required by this Agreement or any document furnished in connection therewith; 8. Any failure to act in such a manner as to protect the Project from loss, cost, expense or liability; 9. Damage or injury to real property or personal property, equipment and materials (including, but without limitation, property under the care and custody of the Contractor or the City and/or CSD), and injury or death sustained by any person or persons (including, but not limited to, Contractor’s employees or agents, and members of the general public); 10. Any liability imposed may be otherwise provided by applicable law includingLaw, but Exelon Parties’ right to indemnification shall not limited to criminal be impaired or civil fines or penalties; 11. Any dangerous, hazardous, unsafe or defective condition of, in or on the Project site, of any nature whatsoever, which may exist diminished by reason of any act, omission, neglectmisconduct, negligence or default of an Exelon Party or any use employee or occupation agent of the site by Contractor, its officers, agents, employees, or subcontractors; 12. Any operation conducted upon or any use or occupation of the Project site by Contractor, its officers, agents, employees, or subcontractors under or pursuant to the provisions of this Agreement or otherwise; 13. Any acts, errors, omission or negligence of Contractor, its officers, agents, employees, or subcontractors; 14. Infringement of any patent rights, licenses, copyrights or intellectual property which an Exelon Party who may be brought against the Contractor or Agency arising out of Contractor’s work, for which the Contractor is responsible; and 15. Any and all claims against the Agency seeking compensation for labor performed or materials used or furnished to be used in the work or alleged to have been furnished on contributed thereto. To the Projectextent any Law may prohibit any application of all or any part of the indemnity obligations in this Agreement, including it is the intent of the parties that such provisions are severable, and shall be construed to impose the indemnity obligation in all incidental or consequential damages resulting circumstances, applications, and situations to the Agency from such claimsfullest extent permitted by Law.

Contractor Indemnification. To the fullest extent permitted by lawof and in proportion to its share of negligence as determined pursuant to Section 16.04, the Contractor assumes liability for and agrees, at the Contractor’s sole cost and expense, agrees to promptly and fully indemnify, protect, defend and hold harmless Owner and defend (even if the allegations are false, fraudulent, or groundless), the Xxxxxx Valley Community Services District (sometimes “CSD”), the City of Xxxxxx Valley (sometimes “City”), the City Council its Affiliates and Board of Directors and each member thereof, and the Xxxxxx Valley Housing Authority and all of their respective officialsdirectors, officers, directors, employees, commission membersrepresentatives, representatives agents, advisors, consultants and agents (collectively “Indemnitees” and singularly “Indemnitee”), counsel harmless from and against any and all losses, claims, allegations, actions, suits, arbitrations, administrative proceedings, regulatory proceedings, or other legal proceeds, causes of actionobligations, demands, costs, judgments, liens, stop noticesassessments, penalties, liabilities, damagescosts, losses, anticipated losses of revenues, damages and expenses (including attorneys' fees and expenses) (collectively, "Damages") asserted against or incurred by such indemnities by reason of or resulting from any and all of the following: (a) any bodily injury, death or damage to property caused by any act or omission or the willful misconduct of Contractor or its Subcontractors or Vendors relating to this Agreement; (b) any third party (excluding Affiliates of Owner or Financial Parties) claims resulting in bodily or property damage arising out of defective and/or nonconforming work arising out of this Agreement; (c) claims by any Government Authority for any Contractor Taxes; (d) any pollution or contamination which may originate from sources in Contractor's and its Subcontractors' and Vendors' possession and control excluding preexisting hazardous material, including, but without limitation, from Hazardous Material, toxic waste, industrial hazards, sanitary waste, fuel, lubricant, motor oil, paint, solvent, bilge and garbage; (e) any Lien in respect to the Plant, this Agreement, the Equipment, the Job Site or any fixtures or personal property included in the Work (whether or not limited toany such Lien is valid or enforceable) created by, through or under, or as a result of any fees of accountantsact or omission (or alleged act or omission) of, attorneysContractor or any Subcontractor, experts Vendor or other professionalsPerson providing labor or materials in connection with the Work; and (f) any claim, action or investigation expenses)proceeding by any Person for unauthorized disclosure, infringement or losses use of any kind trade secrets, proprietary rights, intellectual property rights, patents, copyrights or nature whatsoevertrademarks arising from (i) Contractor's performance (or that of its Subcontractors or Vendors) under this Agreement, whether actualincluding, threatened without limitation, the Work, Equipment, Drawings, Final Plans or alleged, arising out of, resulting from, or in any way (either directly or indirectly), related to the work or the Project or any breach of this Agreement other items and services provided by Contractor or any Subcontractor or Vendor hereunder, (ii) use or ownership of its officers, agents, employees, subcontractors, sub-subcontractorsthe Drawings and Final Plans, or any person performing any (iii) use, operation or ownership of the work, pursuant to a direct or indirect contract with the Contractor (“Indemnity Claims”). Such Indemnity Claims include, but are not limited to, claims for: 1. Any activity on or use of the CSD’s and/or City’s premises or facilities; 2. Any liability incurred due to Contractor acting outside the scope of its authority pursuant to this Agreement, whether or not caused in part by an Indemnitee; 3. The failure of Contractor or the work to comply with any applicable law, permit or orders; 4. Any misrepresentation, misstatement or omission with respect to any statement made in this Agreement Plant or any document furnished by the Contractor in connection therewith; 5. Any breach of any duty, obligation or requirement under this Agreement or any document furnished by Contractor in connection therewith, including, but not limited to any breach of Contractor’s warranties, representations or agreements; 6. Any failure to coordinate the work with Agency’s separate contractors; 7. Any failure to provide notice to any party as required by this Agreement or any document furnished in connection therewith; 8. Any failure to act in such a manner as to protect the Project from loss, cost, expense or liability; 9. Damage or injury to real property or personal property, equipment and materials (including, but without limitation, property under the care and custody of the Contractor or the City and/or CSD), and injury or death sustained by any person or persons (including, but not limited to, Contractor’s employees or agents, and members of the general public); 10. Any liability imposed by applicable law including, but not limited to criminal or civil fines or penalties; 11. Any dangerous, hazardous, unsafe or defective condition of, in or on the Project site, of any nature whatsoever, which may exist by reason of any act, omission, neglect, or any use or occupation of the site by Contractor, its officers, agents, employees, or subcontractors; 12. Any operation conducted upon or any use or occupation of the Project site by Contractor, its officers, agents, employees, or subcontractors under or pursuant to the provisions of this Agreement or otherwise; 13. Any acts, errors, omission or negligence of Contractor, its officers, agents, employees, or subcontractors; 14. Infringement of any patent rights, licenses, copyrights or intellectual property which may be brought against the Contractor or Agency arising out of Contractor’s work, for which the Contractor is responsible; and 15. Any and all claims against the Agency seeking compensation for labor performed or materials used or furnished to be used in the work or alleged to have been furnished on the Project, including all incidental or consequential damages resulting to the Agency from such claimsportion thereof.

Contractor Indemnification. To the fullest extent permitted by lawof and in proportion to its share of negligence as determined pursuant to Section 16.04, the Contractor assumes liability for and agrees, at the Contractor’s sole cost and expense, agrees to promptly and fully indemnify, protect, defend and hold harmless Owner and defend (even if the allegations are false, fraudulent, or groundless), the Xxxxxx Valley Community Services District (sometimes “CSD”), the City of Xxxxxx Valley (sometimes “City”), the City Council its Affiliates and Board of Directors and each member thereof, and the Xxxxxx Valley Housing Authority and all of their respective officialsdirectors, officers, directors, employees, commission membersrepresentatives, representatives and agents (collectively “Indemnitees” and singularly “Indemnitee”), harmless from and against any and all losses, claims, allegations, actions, suits, arbitrations, administrative proceedings, regulatory proceedings, or other legal proceeds, causes of actionobligations, demands, costs, judgments, liens, stop noticesassessments, penalties, liabilities, damagescosts, losses, anticipated losses of revenues, damages and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Damages”) asserted against or incurred by such indemnities by reason of or resulting from any and all of the following: (a) any bodily injury, death or damage to property (to the extent not covered by insurance coverage obtained pursuant to Section 9.09 hereof) caused by any negligent act or omission or the willful misconduct of Contractor or its Subcontractors or Vendors relating to this Agreement; (b) any third party (excluding Affiliates of Owner or Financing Parties) claims arising out of bodily injury, death or damage to property (to the extent not covered by insurance coverage obtained pursuant to Section 9.09 hereof) arising out of any defective and/or nonconforming Work; (c) claims by any Government Authority for any Contractor Taxes; (d) any pollution or contamination which may originate from sources in Contractor’s and its Subcontractors’ and Vendors’ possession and control, excluding Pre-Existing Hazardous Material (except to the extent that Contractor’s or its Subcontractors’ or Vendors’ acts or omissions have been grossly negligent or willful with respect thereto and thereby caused a release of Pre-Existing Hazardous Material or exacerbated the Pre-Existing Hazardous Material), including, but without limitation, from Hazardous Material, toxic waste, industrial hazards, sanitary waste, fuel, lubricant, motor oil, paint, solvent, bilge and garbage; and (e) any Lien in respect to the Facility, this Agreement, the Equipment, the Job Site or any fixtures or personal property included in the Work (whether or not limited toany such Lien is valid or enforceable) created by, any fees of accountants, attorneys, experts through or other professionalsunder, or investigation expenses), or losses as a result of any kind act or nature whatsoever, whether actual, threatened omission (or alleged, arising out alleged act or omission) of, resulting from, or in any way (either directly or indirectly), related to the work or the Project or any breach of this Agreement by Contractor or any of its officersSubcontractor, agents, employees, subcontractors, sub-subcontractors, Vendor or any person performing any of the work, pursuant to a direct other Person providing labor or indirect contract materials in connection with the Contractor (“Indemnity Claims”). Such Indemnity Claims includeWork, but are not limited to, claims for: 1. Any activity on or use of except where the CSDLien results from Owner’s and/or City’s premises or facilities; 2. Any liability incurred due to Contractor acting outside the scope of its authority pursuant to this Agreement, whether or not caused in part by an Indemnitee; 3. The failure of Contractor or the work to comply with any applicable law, permit or orders; 4. Any misrepresentation, misstatement or omission with respect to any statement made in this Agreement or any document furnished by the Contractor in connection therewith; 5. Any breach of any duty, obligation or requirement under this Agreement or any document furnished by Contractor in connection therewith, including, but not limited to any breach of Contractor’s warranties, representations or agreements; 6. Any failure to coordinate the work with Agency’s separate contractors; 7. Any failure to provide notice to any party as required by this Agreement or any document furnished in connection therewith; 8. Any failure to act in such a manner as to protect the Project from loss, cost, expense or liability; 9. Damage or injury to real property or personal property, equipment and materials (including, but without limitation, property under the care and custody of the Contractor or the City and/or CSD), and injury or death sustained by any person or persons (including, but not limited to, Contractor’s employees or agents, and members of the general public); 10. Any liability imposed by applicable law including, but not limited to criminal or civil fines or penalties; 11. Any dangerous, hazardous, unsafe or defective condition of, in or on the Project site, of any nature whatsoever, which may exist by reason of any act, omission, neglect, or any use or occupation of the site by Contractor, fulfill its officers, agents, employees, or subcontractors; 12. Any operation conducted upon or any use or occupation of the Project site by Contractor, its officers, agents, employees, or subcontractors under or pursuant to the provisions of this Agreement or otherwise; 13. Any acts, errors, omission or negligence of Contractor, its officers, agents, employees, or subcontractors; 14. Infringement of any patent rights, licenses, copyrights or intellectual property which may be brought against the Contractor or Agency arising out of Contractor’s work, for which the Contractor is responsible; and 15. Any and all claims against the Agency seeking compensation for labor performed or materials used or furnished to be used in the work or alleged to have been furnished on the Project, including all incidental or consequential damages resulting to the Agency from such claimspayment obligations hereunder.