Common use of Defense and Indemnification Clause in Contracts

Defense and Indemnification. A. To the fullest extent permitted by law, Provider agrees to protect, reimburse, indemnify, and hold harmless City, its appointed and elected officials, agents and employees against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or relating to the work performed under this Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to be the sole negligence or willful misconduct of City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of Provider or its subcontractors either passive or active, irrespective of fault, including City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City. B. Provider’s duty to indemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Claimant has filed suit on the Claim. Provider’s duty to indemnify City shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages. C. In addition to the duty to indemnify and hold harmless, Provider will have the duty to defend City, its agents, employees, and officers from all liabilities, claims, expenses, losses, costs, fines, and damages (including but not limited to attorney’s fees and court costs) and causes of action of every kind and character. The duty to defend under this paragraph is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of Provider, City, and any indemnified party. The duty to defend arises immediately upon written presentation of a Claim to Provider. D. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Provider under the terms of this indemnification obligation. The Provider shall obtain, at its own expense, any additional insurance that it deems necessary for City’s protection. E. This defense and indemnification obligation shall survive the expiration or termination of this Agreement.

Defense and Indemnification. A. To the fullest extent permitted by law, Provider a. The Contractor hereby agrees to protect, reimbursedefend, indemnify, reimburse and hold harmless the City, its appointed and elected officials, agents and employees for, from and against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or relating to the work performed under this Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to be the sole negligence or willful misconduct of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify the City for any acts or omissions of Provider the Contractor or its subcontractors either passive or active, irrespective of fault, including the City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of the City. B. Providerb. The Contractor’s duty to defend and indemnify the City shall arise at the time written notice of the Claim is first provided to the City regardless of whether Claimant Xxxxxxxx has filed suit on the Claim. ProviderThe Contractor’s duty to defend and indemnify the City shall arise even if the City is the only party sued by claimant and/or claimant alleges that the City’s negligence or willful misconduct was the sole cause of claimant’s damages. C. In addition to c. The Contractor will defend any and all Claims which may be brought or threatened against the duty to indemnify City and hold harmlesswill pay on behalf of the City any expenses incurred by reason of such Claims including, Provider will have the duty to defend City, its agents, employees, and officers from all liabilities, claims, expenses, losses, costs, fines, and damages (including but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to attorneyenforce this indemnity obligation. Such payments on behalf of the City shall be in addition to any other legal remedies available to the City and shall not be considered City’s fees and court costs) and causes of action of every kind and character. The duty to defend under this paragraph is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of Provider, City, and any indemnified party. The duty to defend arises immediately upon written presentation of a Claim to Providerexclusive remedy. D. d. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Provider Contractor under the terms of this indemnification obligation. The Provider Contractor shall obtain, at its own expense, any additional insurance that it deems necessary for the City’s protection. E. e. This defense and indemnification obligation shall survive the expiration or termination of this Agreement.

Defense and Indemnification. A. To the fullest extent permitted by law, Provider The Contractor agrees to protect, reimbursedefend, indemnify, reimburse and hold harmless the City, its appointed and elected officials, agents and employees for, from and against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or relating to the work performed under this Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to be the sole negligence or willful misconduct of City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of Provider or its subcontractors either passive or active, irrespective of fault, including City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City.relating B. ProviderThe Contractor’s duty to defend and indemnify the City shall arise at the time written notice of the Claim is first provided to the City regardless of whether Claimant the claimant has filed suit on the Claim. ProviderThe Contractor’s duty to defend and indemnify the City shall arise even if the City is the only party sued by claimant and/or claimant alleges that the City’s negligence or willful misconduct was the sole cause of claimant’s damages. C. In addition to The Contractor shall defend any and all Claims which may be brought or threatened against the duty to indemnify City and hold harmlessshall pay on behalf of the City any expenses incurred by reason of such Claims including, Provider will have the duty to defend City, its agents, employees, and officers from all liabilities, claims, expenses, losses, costs, fines, and damages (including but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to attorneyenforce this indemnity obligation. Such payments on behalf of the City will be in addition to any other legal remedies available to the City and will not be the City’s fees and court costs) and causes of action of every kind and character. The duty to defend under this paragraph is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of Provider, City, and any indemnified party. The duty to defend arises immediately upon written presentation of a Claim to Providerexclusive remedy. D. Insurance coverage requirements specified in this Agreement shall Contract in no way lessen or limit the liability of the Provider Contractor under the terms of this indemnification obligation. The Provider shall Contractor is responsible to obtain, at its own expense, any additional insurance that it deems necessary for the City’s protection. E. This defense and indemnification obligation shall survive the expiration or termination of this AgreementContract.

Defense and Indemnification. A. To the fullest extent permitted by law, Provider a. The Contractor hereby agrees to protect, reimbursedefend, indemnify, reimburse and hold harmless the City, its appointed and elected officials, agents and employees for, from and against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or relating to the work performed under this Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to be the sole negligence or willful misconduct of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify the City for any acts or omissions of Provider the Contractor or its subcontractors either passive or active, irrespective of fault, including the City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of the City. B. Providerb. The Contractor’s duty to defend and indemnify the City shall arise at the time written notice of the Claim is first provided to the City regardless of whether Claimant has filed suit on the Claim. ProviderThe Contractor’s duty to defend and indemnify the City shall arise even if the City is the only party sued by claimant and/or claimant alleges that the City’s negligence or willful misconduct was the sole cause of claimant’s damages. C. In addition to c. The Contractor will defend any and all Claims which may be brought or threatened against the duty to indemnify City and hold harmless, Provider will have pay on behalf of the duty to defend City, its agents, employees, and officers from all liabilities, claims, expenses, losses, costs, fines, and damages (including but not limited to attorney’s fees and court costs) and causes of action of every kind and character. The duty to defend under this paragraph is independent and separate from the duty to indemnify, and the duty to defend exists regardless of City any ultimate liability of Provider, City, and any indemnified party. The duty to defend arises immediately upon written presentation of a Claim to Provider.expenses incurred by D. d. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Provider Contractor under the terms of this indemnification obligation. The Provider Contractor shall obtain, at its own expense, any additional insurance that it deems necessary for the City’s protection. E. e. This defense and indemnification obligation shall survive the expiration or termination of this Agreement.

Defense and Indemnification. A. To the fullest extent permitted by law, Provider a. The Contractor hereby agrees to protect, reimbursedefend, indemnify, reimburse and hold harmless the City, its appointed and elected officials, agents and employees for, from and against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or relating to the work performed under this Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to be the sole negligence or willful misconduct of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify the City for any acts or omissions of Provider the Contractor or its subcontractors either passive or active, irrespective of fault, including the City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of the City. B. Providerb. The Contractor’s duty to defend and indemnify the City shall arise at the time written notice of the Claim is first provided to the City regardless of whether Claimant Xxxxxxxx has filed suit on the Claim. ProviderThe Contractor’s duty to defend and indemnify the City shall arise even if the City is the only party sued by claimant and/or claimant alleges that the City’s negligence or willful misconduct was the sole cause of claimant’s damages. C. In addition to c. The Contractor will defend any and all Claims which may be brought or threatened against the duty to indemnify City and hold harmlesswill pay on behalf of the City any expenses incurred by reason of such Claims including, Provider will have the duty to defend City, its agents, employees, and officers from all liabilities, claims, expenses, losses, costs, fines, and damages (including but not limited to attorney’s to, court costs and attorney fees and court costs) and causes of action of every kind and character. The duty to defend under this paragraph is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of Provider, City, and any indemnified party. The duty to defend arises immediately upon written presentation of a Claim to Provider.incurred in defending and D. d. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Provider Contractor under the terms of this indemnification obligation. The Provider Contractor shall obtain, at its own expense, any additional insurance that it deems necessary for the City’s protection. E. e. This defense and indemnification obligation shall survive the expiration or termination of this Agreement.

Defense and Indemnification. A. To the fullest extent permitted by law, Provider a. Consultant agrees to protect, reimbursedefend, indemnify, reimburse and hold harmless City, its appointed and elected officials, agents and employees for, from and against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or relating to the work performed under this Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to be the sole negligence or willful misconduct of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of Provider Consultant or its subcontractors either passive or active, irrespective of fault, including City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City. B. Providerb. Consultant’s duty to defend and indemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Claimant Xxxxxxxx has filed suit on the Claim. ProviderConsultant’s duty to defend and indemnify City shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages. C. In addition to the duty to indemnify c. Consultant shall defend any and hold harmlessall Claims which may be brought or threatened against City and shall pay on behalf of City any expenses incurred by reason of such Claims including, Provider will have the duty to defend City, its agents, employees, and officers from all liabilities, claims, expenses, losses, costs, fines, and damages (including but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to attorneyenforce this indemnity obligation. Such payments on behalf of City will be in addition to any other legal remedies available to City and will not be the City’s fees and court costs) and causes of action of every kind and character. The duty to defend under this paragraph is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of Provider, City, and any indemnified party. The duty to defend arises immediately upon written presentation of a Claim to Providerexclusive remedy. D. d. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Provider Consultant under the terms of this indemnification obligation. The Provider shall Consultant is responsible to obtain, at its own expense, any additional insurance that it deems necessary for the City’s protection. E. e. This defense and indemnification obligation shall survive the expiration or termination of this Agreement.this

Defense and Indemnification. A. To the fullest extent permitted by law, Provider a. Contractor agrees to protect, reimbursedefend, indemnify, reimburse and hold harmless City, its appointed and elected officials, agents and employees for, from and against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or relating to the work performed under this Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to be the sole negligence or willful misconduct of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of Provider Contractor or its subcontractors either passive or active, irrespective of fault, including City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City. B. Providerb. Contractor’s duty to defend and indemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Claimant Xxxxxxxx has filed suit on the Claim. ProviderContractor’s duty to defend and indemnify City shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages. C. In addition to the duty to indemnify c. Contractor shall defend any and hold harmlessall Claims which may be brought or threatened against City and shall pay on behalf of City any expenses incurred by reason of such Claims including, Provider will have the duty to defend City, its agents, employees, and officers from all liabilities, claims, expenses, losses, costs, fines, and damages (including but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to attorneyenforce this indemnity obligation. Such payments on behalf of City will be in addition to any other legal remedies available to City and will not be the City’s fees and court costs) and causes of action of every kind and character. The duty to defend under this paragraph is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of Provider, City, and any indemnified party. The duty to defend arises immediately upon written presentation of a Claim to Providerexclusive remedy. D. d. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Provider Contractor under the terms of this indemnification obligation. The Provider shall Contractor is responsible to obtain, at its own expense, any additional insurance that it deems necessary for the City’s protection. E. e. This defense and indemnification obligation shall survive the expiration or termination of this Agreement.

Defense and Indemnification. A. To the fullest extent permitted by law, Provider The Contractor hereby agrees to protect, reimbursedefend, indemnify, reimburse and hold harmless the City, its appointed and elected officials, agents and employees against all liabilitiesfor, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or relating to the work performed under this Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to be the sole negligence or willful misconduct of City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of Provider or its subcontractors either passive or active, irrespective of fault, including City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City.from and against B. ProviderThe Contractor’s duty to defend and indemnify the City shall arise at the time written notice of the Claim is first provided to the City regardless of whether Claimant Xxxxxxxx has filed suit on the Claim. ProviderThe Contractor’s duty to defend and indemnify the City shall arise even if the City is the only party sued by claimant and/or claimant alleges that the City’s negligence or willful misconduct was the sole cause of claimant’s damages. C. In addition to The Contractor will defend any and all Claims which may be brought or threatened against the duty to indemnify City and hold harmlesswill pay on behalf of the City any expenses incurred by reason of such Claims including, Provider will have the duty to defend City, its agents, employees, and officers from all liabilities, claims, expenses, losses, costs, fines, and damages (including but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to attorneyenforce this indemnity obligation. Such payments on behalf of the City shall be in addition to any other legal remedies available to the City and shall not be considered the City’s fees and court costs) and causes of action of every kind and character. The duty to defend under this paragraph is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of Provider, City, and any indemnified party. The duty to defend arises immediately upon written presentation of a Claim to Providerexclusive remedy. D. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Provider Contractor under the terms of this indemnification obligation. The Provider Contractor shall obtain, at its own expense, any additional insurance that it deems necessary for the City’s protection. E. This defense and indemnification obligation shall survive the expiration or termination of this Agreement.

Defense and Indemnification. A. To a. Under the fullest extent permitted by lawCharter of the City and County of Denver Article VI, Provider the City Attorney is the only officer which may provide for the legal representation of the City. It is fundamental that only the City Attorney manage the legal representation and that the Contractor has no obligation to manage the representation or legal defense of the City. Additionally, the American Institute of Certified Public Accountants, Inc. asserts at 1.228.020 an “Independence Rule” that their member must be free of any and all influences that might compromise objective judgment which could be tainted if required without adequate safeguards to pay for the wrongdoings of a client. The requirements of both parties are intended to be complied with in this Section 10. Contractor agrees to protect, reimburse, indemnify, indemnify and hold harmless City, City and its appointed and elected officials, agents and employees for, from and against all liabilities, claims, judgments, suits or demands for and damages to persons or property arising out of, resulting from, or relating to the work performed under this Agreement City (“Claims”)) arising out of or resulting from any negligent or intentionally tortious acts or omissions in connection with the professional services performed under this Agreement, unless such Claims have been specifically determined to the extent caused by the trier of fact to be the sole negligence Contractor, its employees, agents, or willful misconduct of Citysubcontractors. This indemnity shall be interpreted in the broadest possible manner Contractor is not obligated under this section to indemnify City for the negligent acts of City or any of its officials, agents, or employees. b. If arising out of or resulting from Contractor’s negligent or intentionally tortious acts or omissions of Provider or its subcontractors either passive or activeomissions, irrespective of fault, including CityContractor’s concurrent negligence whether active or passive, except duty to pay for the sole negligence or willful misconduct of City. B. Provider’s duty defense and pay to indemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Claimant Xxxxxxxx has filed suit on the Claim. ProviderContractor’s duty to pay to defend and pay to indemnify City shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages. C. In addition to c. If arising out of or resulting from Contractor’s negligent or intentionally tortious acts or omissions, Contractor shall pay for the duty to indemnify defense of any and hold harmlessall Claims which may be brought or threatened against City and shall pay on behalf of City any expenses incurred by reason of such Claims including, Provider will have the duty to defend City, its agents, employees, and officers from all liabilities, claims, expenses, losses, costs, fines, and damages (including but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to attorneyenforce this payment in the nature of indemnity obligation. Such payments on behalf of City will be in addition to any other legal remedies available to City and will not be the City’s fees and court costs) and causes of action of every kind and character. The duty to defend exclusive remedy. d. In meeting the Contractor’s payment obligations under this paragraph is independent and separate from Section 10, the duty City will not object to indemnify, and the duty Contractor seeking to defend exists regardless of any ultimate liability of Provider, City, and any indemnified partysatisfy the obligation through insurance in whole or in part. The duty to defend arises immediately upon written presentation of a Claim to Provider. D. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Provider Contractor under the terms of this indemnification Section 10 payment obligation. The Provider shall obtain, at its own expense, any additional insurance that it deems necessary for City’s protection.The E. e. This defense and indemnification obligation shall survive the expiration or termination of this Agreement.

Defense and Indemnification. A. To the fullest extent permitted by law, Provider a. The Contractor hereby agrees to protect, reimbursedefend, indemnify, reimburse and hold harmless the City, its appointed and elected officials, agents and employees for, from and against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or relating to the work performed under this Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to be the sole negligence or willful misconduct of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify the City for any acts or omissions of Provider the Contractor or its subcontractors either passive or active, irrespective of fault, including the City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of the City. B. Providerb. The Contractor’s duty to defend and indemnify the City shall arise at the time written notice of the Claim is first provided to the City regardless of whether Claimant Xxxxxxxx has filed suit on the Claim. ProviderThe Contractor’s duty to defend and indemnify the City shall arise even if the City is the only party sued by claimant and/or claimant alleges that the City’s negligence or willful misconduct was the sole cause of claimant’s damages. C. In addition to c. The Contractor will defend any and all Claims which may be brought or threatened against the duty to indemnify City and hold harmless, Provider will have pay on behalf of the duty to defend City, its agents, employees, and officers from all liabilities, claims, expenses, losses, costs, fines, and damages (including but not limited to attorney’s fees and court costs) and causes of action of every kind and character. The duty to defend under this paragraph is independent and separate from the duty to indemnify, and the duty to defend exists regardless of City any ultimate liability of Provider, City, and any indemnified party. The duty to defend arises immediately upon written presentation of a Claim to Provider.expenses incurred by D. d. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Provider Contractor under the terms of this indemnification obligation. The Provider Contractor shall obtain, at its own expense, any additional insurance that it deems necessary for the City’s protection. E. e. This defense and indemnification obligation shall survive the expiration or termination of this Agreement.