Common use of Contractor’s Indemnification of County Clause in Contracts

Contractor’s Indemnification of County. The Contractor releases and shall indemnify, hold harmless, and, if requested by the County, defend, each of the County Indemnified Parties from and against every Indemnified Loss that is caused by or results from, directly or indirectly, in whole or in part, any act, omission, or negligence of the Contractor, any tier of Subcontractor to the Contractor or any Subcontractor to a Subcontractor of the Contractor, or anyone directly or indirectly employed by any of those Persons for whose acts or omissions any of them may be liable, except to the extent resulting from the conduct of the County, including any damage to vehicles and injury to Persons. The obligation of the Contractor under this Section is absolute and unconditional; it is not conditioned in any way on any attempt by a County Indemnified Party to collect from an insurer any amount under a liability insurance policy, and is not subject to any set-off, defense, deduction, or counterclaim that the Contractor might have against the County Indemnified Party. For the purposes of this Section, ―County Indemnified Parties‖ means the County, the Board and each of its members, and every agent, officer, official, servant, and employee of the County. For purposes of this Section, an ―Indemnified Loss‖ means all actual costs, losses, damages, expenses, and liabilities that a County Indemnified Party incurs or suffers pursuant to or in connection with (a) any act, negligence, or omission on the part of the Contractor or any of its agents or employees in the execution or performance of its obligations under or incidental to this Agreement, (b) any bodily injury, sickness, disease, or death, (c) any violation of Applicable Law (including workers’ compensation laws, Environmental Laws, and health and safety laws) or any common law duty, (d) any actual or alleged infringement of any intellectual rights or property of any Person, (e) any Pollution of or damage or destruction to property, natural resources, or the environment, (f) the designation by the Contractor of any document or material as exempt from public disclosure, (g) the County’s decision to award this Agreement to the Contractor, and (h) defending, settling, prosecuting, investigating, or participating in (as a witness or otherwise) any proceeding that arises out of or pertains to any of the foregoing; in each case, without regard to or limitation by the amount or type of benefits, damages, or compensation payable by or for the Contractor, any Subcontractor, or any Subcontractor of a Subcontractor under any Applicable Law (including employee benefits, disability benefits, and workers’ compensation laws). It is the intent of this Section that the Contractor’s indemnification obligations include all joint and several liability of the Contractor, any Subcontractor to the Contractor, or any Subcontractor to a Subcontractor of the Contractor, and anyone directly or indirectly employed by any of them, or anyone for whose acts or omissions any of them may be liable. The County may employ any attorney of its choice or may use its in-house counsel to enforce or defend the County’s right to indemnity provided by this Agreement. If a County Indemnified Party requests that the Contractor defend it with respect to any Indemnified Loss, the County Indemnified Party may participate in the defense at its sole cost and expense. The Contractor shall advance or promptly reimburse to a County Indemnified Party any and all costs and expenses incurred by the County Indemnified Party in connection with investigating, preparing to defend, settling, or defending any legal proceeding for which the County Indemnified Party is entitled to indemnification under this Agreement, whether or not the County Indemnified Party is a party or potential party to it.

Contractor’s Indemnification of County. The Contractor releases and shall indemnify, hold harmless, and, if requested by the County, defend, each of the County Indemnified Parties from and against every Indemnified Loss that is caused by or results from, directly or indirectly, in whole or in part, any act, omission, or negligence of the Contractor, any tier of Subcontractor to the Contractor or any Subcontractor to a Subcontractor of the Contractor, or anyone directly or indirectly employed by any of those Persons for whose acts or omissions any of them may be liable, except to the extent resulting from the conduct of the County, including any damage to vehicles and injury to Persons. The obligation of the Contractor under this Section is absolute and unconditional; it is not conditioned in any way on any attempt by a County Indemnified Party to collect from an insurer any amount under a liability insurance policy, and is not subject to any set-off, defense, deduction, or counterclaim that the Contractor might have against the County Indemnified Party. For the purposes of this Section, ―County Indemnified Parties‖ means the County, the Board and each of its members, and every agent, officer, official, servant, and employee of the County. For purposes of this Section, an ―Indemnified Loss‖ means all actual costs, losses, damages, expenses, and liabilities that a County Indemnified Party incurs or suffers pursuant to or in connection with (a) any act, negligence, or omission on the part of the Contractor or any of its agents or employees in the execution or performance of its obligations under or incidental to this Agreement, (b) any bodily injury, sickness, disease, or death, (c) any violation of Applicable Law (including workers’ compensation laws, Environmental Lawsenvironmental laws, and health and safety laws) or any common law duty, (d) any actual or alleged infringement of any intellectual rights or property of any Person, (e) any Pollution pollution of or damage or destruction to property, natural resources, or the environment, (f) the designation by the Contractor of any document or material as exempt from public disclosure, (g) the County’s decision to award this Agreement to the Contractor, and (h) defending, settling, prosecuting, investigating, or participating in (as a witness or otherwise) any proceeding that arises out of or pertains to any of the foregoing; in each case, without regard to or limitation by the amount or type of benefits, damages, or compensation payable by or for the Contractor, any Subcontractor, or any Subcontractor of a Subcontractor under any Applicable Law (including employee benefits, disability benefits, and workers’ compensation laws). It is the intent of this Section that the Contractor’s indemnification obligations include all joint and several liability of the Contractor, any Subcontractor to the Contractor, or any Subcontractor to a Subcontractor of the Contractor, and anyone directly or indirectly employed by any of them, or anyone for whose acts or omissions any of them may be liable. The County may employ any attorney of its choice or may use its in-house counsel to enforce or defend the County’s right to indemnity provided by this Agreement. If a County Indemnified Party requests that the Contractor defend it with respect to any Indemnified Loss, the County Indemnified Party may participate in the defense at its sole cost and expense. The Contractor shall advance or promptly reimburse to a County Indemnified Party any and all costs and expenses incurred by the County Indemnified Party in connection with investigating, preparing to defend, settling, or defending any legal proceeding for which the County Indemnified Party is entitled to indemnification under this Agreement, whether or not the County Indemnified Party is a party or potential party to it.,