Common use of HOLD HARMLESS/INDEMNIFICATION Clause in Contracts

HOLD HARMLESS/INDEMNIFICATION. Service Provider shall indemnify and hold harmless the County of Riverside, its agencies, districts, special districts, and departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as “County Indemnitees”) from any liability, action, claim, or damage whatsoever, based or asserted upon any services of Service Provider, its officers, employees, subcontractors, agents or representatives, arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. Service Provider shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited to, attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions or services. With respect to any action or claim subject to indemnification herein by Service Provider, Service Provider shall, at its sole cost, have the right to use counsel of its own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of RCOoA; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Service Provider’s indemnification to County Indemnitees as set forth herein. Service Provider’s obligation hereunder shall be satisfied when Service Provider has provided to RCOoA the appropriate form of dismissal relieving RCOoA from any liability for the action or claim involved. The specified insurance limits required in this Agreement shall in no way limit or circumscribe Service Provider’s obligations to indemnify and hold harmless County Indemnitees herein from third party claims.

HOLD HARMLESS/INDEMNIFICATION. Service Provider ‌ 21.1 CONTRACTOR shall indemnify and hold harmless the County of Riverside, its agenciesAgencies, districtsDistricts, special districts, Special Districts and departmentsDepartments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as “County Indemnitees”) from any liability, action, claim, claim or damage whatsoever, based or asserted upon any services of Service ProviderCONTRACTOR, its officers, employees, subcontractors, agents or representatives, representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. Service Provider CONTRACTOR shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited tolimited, to attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions or services. . 21.2 With respect to any action or claim subject to indemnification herein by Service ProviderCONTRACTOR, Service Provider CONTRACTOR shall, at its their sole cost, have the right to use counsel of its their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of RCOoACOUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Service Provider’s CONTRACTOR indemnification to County Indemnitees as set forth herein. Service Provider’s . 21.3 CONTRACTOR’S obligation hereunder shall be satisfied when Service Provider CONTRACTOR has provided to RCOoA COUNTY the appropriate form of dismissal relieving RCOoA COUNTY from any liability for the action or claim involved. . 21.4 The specified insurance limits required in this Agreement shall in no way limit or circumscribe Service Provider’s CONTRACTOR’S obligations to indemnify and hold harmless County the Indemnitees herein from third party claims.

HOLD HARMLESS/INDEMNIFICATION. Service Provider The Contractor shall indemnify and defend, hold harmless the County of Riverside, its agencies, districts, special districtsharmless, and departments, their respective directors, indemnify the State its current and former officers, Board of Supervisors, elected and appointed officialsagents, employees, agents servants and representatives (individually from and collectively hereinafter referred to as “County Indemnitees”) from against any and all liability, actionlosses, claimclaims, damages, costs, attorney(s) fees (at trial or on appeal) and expenses of whatever kind or nature which the State may sustain, suffer or incur, or damage whatsoeverbe required to pay due to damages or losses suffered by any person, based or asserted upon any services of Service Providerincluding without limitation, its officersthe employees, employeescontractors, subcontractors, agents or representativesinvitees, and guests of the Contractor arising out of or related to the Work. The Contractor shall represent and warrant that it shall obligate its subcontractors in a written contract to all of the provisions of this Agreement that may apply to the work being subcontracted. The subcontractors, therefore, shall be bound by the terms of the subcontract to all of the duties and obligations of the Contractor in this Agreement just as if the subcontractors had executed and delivered the Agreement. The subcontract shall include a provision prohibiting the subcontractor from assigning or sub-subcontracting any of its obligations without the prior written consent of the Contractor. The Contractor shall not grant its consent to a subcontractor request to do so without the prior written consent of the State. Notwithstanding any provision in this Agreement, neither this Agreement nor any subcontract shall be interpreted as establishing privity of contract between the State and any subcontractor. Regardless of who performs, the Contractor shall be responsible for the complete fulfillment of its performance obligations under this Agreement as if the Contractor itself, and not a subcontractor, had fully rendered performance. The Contractor shall be responsible for and otherwise facilitate the resolving of any and all questions, issues and disputes involving the subcontractors as if those questions, issues and disputes concerned only the Contractor. Accordingly, the State shall always look to the Contractor for complete and satisfactory performance of the Agreement as if there were no subcontractors performing any of the work. The Contractor shall not raise as an argument or a defense in any dispute, including any dispute over performance issues, that the work was done by a subcontractor. For the Contractor’s breach, default or failure to perform satisfactorily any material provisions of this Agreement or for the Contractor’s or subcontractor’s breach, default or failure to perform satisfactorily any material provisions of the subcontract between them, either of which goes uncured for 60 days, the State may revoke any consents to the subcontracts given. The effect of the revocation shall be that the consents shall be treated as if they had never been requested or granted, without liability to the Contractor or any third party. If either the Contractor or subcontractor breach, default or in any way relating fail to perform satisfactorily under their subcontract, then the State may, in its sole discretion, without more and without any action whatsoever required of the State, treat any such event as a Contractor breach, default or failure to perform under the Agreement. Accordingly, the State may then exercise at its sole option any and all of its rights or remedies provided for in the Agreement, without such exercise being deemed to prejudice any rights or remedies of the State, as if the Contractor itself had actually breached, defaulted or failed to perform under the Agreement. To the extent that it is necessary or appropriate for a subcontractor to be bound to any provision in the Agreement, the Contractor represents and warrants that the subcontractor shall have vested in the Contractor plenary authority to so bind the subcontractor prior to the execution of the subcontract between them, all in accordance with the corporate governance documents of each. The Contractor on its own behalf and on behalf of the subcontractors shall provide, no later than 30 days after receiving a request by the State, such information as the State may require to ensure, in the State’s sole determination, that the Contractor has such authority. The Contractor attests that it understands the meaning and effects of this Agreement, including but not limited and that it has had opportunity to property damage, bodily injury, or death or any other element seek the advice of any kind or nature. Service Provider shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited to, attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions or services. With respect to any action or claim subject to indemnification herein by Service Provider, Service Provider shall, at its sole cost, have the right to use legal counsel of its own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of RCOoA; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Service Provider’s indemnification to County Indemnitees as set forth herein. Service Provider’s obligation hereunder shall be satisfied when Service Provider has provided to RCOoA the appropriate form of dismissal relieving RCOoA from any liability for the action or claim involved. The specified insurance limits required in before executing this Agreement in order to resolve any doubts or confusions about this Agreement’s meaning or effects. This Agreement shall in no way limit or circumscribe Service Provider’s obligations to indemnify and hold harmless County Indemnitees herein from third party claimsbecome effective upon execution.

HOLD HARMLESS/INDEMNIFICATION. Service Provider Definition: For purposes of indemnification requirements, the term "Loss" shall indemnify mean any and hold harmless all Loss, damage, liability or expense, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including attorney's fees and the County cost of Riversidedefense), its agencies, districts, special districts, and departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as “County Indemnitees”) from in connection with any liability, action, claimproceeding, demand, claim or damage whatsoever, based or asserted upon any services of Service Provider, its officers, employees, subcontractors, agents or representatives, arising out of or injury whatsoever in any way relating to this Agreementnature, including but not limited to property damagedeath, bodily injuryto any person or persons or damages to or Loss of, or death Loss of the use of, property of any person, firm or corporation, including the parties hereto, which arise out of or are connected with, or are claimed to arise out of or be connected with, the performance of this Agreement whether arising before or after the completion of the work required hereunder. For purposes of this Agreement, the Vendor hereby agrees to indemnify, defend and hold harmless the City, its agents and/or employees from any and all Loss where Loss is caused or incurred or alleged to be caused or incurred in whole or in part as a result of the negligence or other actionable fault of the Vendor, its affiliates, subsidiaries, employees, agents and subcontractors/assignees and their respective servants, agents and employees. Contractor as reseller promises and agrees to defend and indemnify City for any contractual claims of breach of contract made b or any other third party based on City's breach of terms contained in the City's agreement with or Services, except when such claimed breach by City would also constitute a breach of the terms of this Agreement, excluding exhibits. It is agreed as a specific element of consideration of this Agreement that this indemnity shall apply notwithstanding the joint, concurring or contributory or comparative fault or negligence of the City or any kind or nature. Service Provider shall defend the Indemnitees at its sole expense including all costs and fees (third party and, further notwithstanding any theory of law including, but not limited to, attorney feesa characterization of the City's or any third party's joint, cost of investigation, defense and settlements concurring or awards) contributory or comparative fault or negligence as either passive or active in any claim or action based upon such acts, omissions or services. With respect to any action or claim subject to indemnification herein by Service Provider, Service Provider shall, at its sole cost, have the right to use counsel of its own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of RCOoAnature; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Service Provider’s indemnification to County Indemnitees as set forth herein. Service Provider’s the Vendor's obligation hereunder shall be satisfied when Service Provider has provided not include amounts attributable to RCOoA the appropriate form fault or negligence of dismissal relieving RCOoA from the City or any liability third party for whom the action Vendor is not responsible. In the case of any claims against the City, its employees or claim involved. The specified insurance limits required agents indemnified under this Agreement, by an employee of the Vendor, its affiliates, subsidiaries, or assignees, the indemnification obligation contained in this Agreement shall not be limited by any limitation on amount or type of damages, compensation or benefits payable by or for the Vendor, its affiliates, subsidiaries, or assignees, under workers' compensation acts, disability benefit acts, or other employee benefit acts. In the event of any proceeding (suit, claim, or action) against City arising from allegations that the hardware, furnished by Vendor (hereinafter "Product") infringes on a U.S. patent, copyright, trade secret, intellectual property, or other proprietary right of any third-party, Vendor will, if such a proceeding does not result from modifications to the Product made by City use of any Product in no way limit combination with other products not furnished by Vendor, defend City's right, title, or circumscribe Service Provider’s obligations interest in the Product, at Vendor's expense, provided City promptly notifies Vendor in writing of the allegation. Vendor shall make such defense by counsel of its own choosing, and City shall cooperate with said counsel. In the event any Product furnished hereunder is, in Vendor's opinion, likely to indemnify or does become the subject of a claim of infringement of any duly issued patent or copyright or of any trade secrets or other intellectual property rights or other proprietary right of a third-party, Vendor may at its option and hold harmless County Indemnitees herein from third party claimsexpense, procure for City the right to continue using the Product, or modify the Product to make it non­ infringing but functionally the same, or replace the Product with a non-infringing equivalent.

HOLD HARMLESS/INDEMNIFICATION. Service Provider 21.1 CONTRACTOR shall indemnify and hold harmless the DISTRICT, County of Riverside, its agenciesAgencies, districtsDistricts, special districts, Special Districts and departmentsDepartments, their respective directors, officers, Board of SupervisorsDirectors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as “County Indemnitees”) from any liability, action, claim, claim or damage whatsoever, based or asserted upon any services of Service ProviderCONTRACTOR, its officers, employees, subcontractors, agents or representatives, representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. Service Provider CONTRACTOR shall defend the Indemnitees defend, at its sole expense including expense, all costs costs, and fees (including, but not limited tolimited, to attorney fees, cost of investigation, defense and settlements or awards) , the Indemnitees in any claim or action based upon such acts, omissions alleged acts or services. omissions. 21.2 With respect to any action or claim subject to indemnification herein by Service ProviderCONTRACTOR, Service Provider CONTRACTOR shall, at its their sole cost, have the right to use counsel of its their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of RCOoADISTRICT; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Service Provider’s CONTRACTOR’S indemnification to County Indemnitees as set forth herein. Service Provider’s . 21.3 CONTRACTOR’S obligation hereunder shall be satisfied when Service Provider CONTRACTOR has provided to RCOoA DISTRICT the appropriate form of dismissal relieving RCOoA DISTRICT from any liability for the action or claim involved. . 21.4 The specified insurance limits required in this Agreement shall in no way limit or circumscribe Service Provider’s CONTRACTOR’S obligations to indemnify and hold harmless County the Indemnitees herein from third party claims. 21.5 In the event there is conflict between this clause and California Civil Code Section 2782, this clause shall be interpreted to comply with Civil Code 2782. Such interpretation shall not relieve the CONTRACTOR from indemnifying the DISTRICT to the fullest extent allowed by law.

HOLD HARMLESS/INDEMNIFICATION. A. The Service Provider shall indemnify and hold harmless the County of Riverside, and its agencies, districts, special districts, and departments, their respective directors, officers, Board of Supervisors, elected and appointed officialsagents, employees, agents and representatives (individually officers, harmless from and collectively hereinafter referred to as “County Indemnitees”) from shall process and defend at its own expense any liabilityand all claims, actiondemands, claimsuits, at law or equity, actions, penalties, losses, damages, or damage whatsoevercosts, based or asserted upon any services of Service Provider, its officers, employees, subcontractors, agents or representatives, arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any whatsoever kind or nature. Service Provider shall defend , brought against the Indemnitees at its sole expense including all costs and fees (includingCounty arising out of, but not limited toin connection with, attorney fees, cost or incident to the execution of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions or services. With respect to any action or claim subject to indemnification herein by this Agreement and/or the Service Provider, Service Provider shall, at its sole cost, have the right ’s defective performance or failure to use counsel perform any aspect of its own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of RCOoAthis Agreement; provided, however, that if such claims are caused by or result from the concurrent negligence of The County, its agents, employees, and officers, this indemnity provision shall be valid and enforceable only to the extent of the negligence of the Service Provider; and provided further, that nothing herein shall require the Service Provider to hold harmless or defend the County, its agents, employees and/or officers from any such adjustmentclaims arising from the sole negligence of the County, settlement or compromise in no manner whatsoever limits or circumscribes its agents, employees, and/or officers. The Service Provider expressly agrees that the indemnification provided herein constitutes the Service Provider’s indemnification limited waiver of immunity as an employer under Utah Code Section 34A-2-105; provided, however, this waiver shall apply only to the extent an employee of Service Provider claims or recovers compensation from the County Indemnitees as set forth hereinfor a loss or injury that Service Provider would be obligated to indemnify the County for under this Agreement. This limited waiver has been mutually negotiated by the Parties, and is expressly made effective only for the purposes of this Agreement. The provisions of this section shall survive the expiration or termination of this Agreement. B. Service Provider does hereby remise, release, forever discharge and covenant not to xxx SUMMIT COUNTY, its agents, servants, employees, officers, successors and assigns, and/or heirs, executors and administrators, and also any and all other persons, associations and corporations, whether herein named or referred to or not, and who, together with the above named, may be jointly and severally liable to the Service Provider’s obligation hereunder shall , of and from any and all, and all manner of, actions and causes of action, rights, suits, covenants, contracts, agreements, judgments, claims and demands whatsoever in law or equity, including claims for contribution, arising from and by reason of any and all KNOWN AND UNKNOWN, FORESEEN AND UNFORESEEN bodily and personal injuries or death, damage to property, and the consequences thereof, which heretofore have been, and which hereafter may be satisfied when sustained by the Service Provider has provided or by any and all other persons, associations and corporations, whether herein named or referred to RCOoA or not, from all liability arising out of, in connection with, or incident to the appropriate form execution of dismissal relieving RCOoA from any this Agreement C. No liability for shall attach to the action or claim involved. The specified insurance limits required in County by reason of entering into this Agreement shall in no way limit or circumscribe Service Provider’s obligations to indemnify and hold harmless County Indemnitees herein from third party claimsexcept as expressly provided herein.

HOLD HARMLESS/INDEMNIFICATION. Service Provider shall a. SUBRECIPIENT agrees to indemnify and hold harmless the County of RiversideCOUNTY, its agenciesdepartments, agencies and districts, special districts, and departments, including their respective directors, officers, Board of Supervisors, elected employees and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as “County Indemnitees”) ), from any liability, actiondamage, claim, claim or damage whatsoever, action based upon or asserted upon related to any services or work of Service Provider, SUBRECIPIENT (including its officers, employees, subcontractorsagents, agents subcontractors or representatives, suppliers) arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injuryinjury or death. SUBRECIPIENT shall, or death or any other element of any kind or nature. Service Provider shall defend the Indemnitees at its sole expense and cost including all costs and fees (including, but not limited to, attorney fees, cost of investigation, defense defense, and settlements or awards) , defend County Indemnitees in any such claim or action based upon such acts, omissions or servicesaction. With respect to any action or claim subject to indemnification herein by Service Provider, Service Provider SUBRECIPIENT shall, at its their sole cost, have the right to use counsel of its own choice their choice, subject to the approval of COUNTY which shall not be unreasonably withheld; and shall have the right to adjust, settle, or compromise any such claim or action or claim without the prior consent of RCOoA; provided, however, so long as that any such adjustment, settlement or does not compromise in no manner whatsoever limits or circumscribes Service ProviderSUBRECIPIENT’s indemnification to County Indemnitees as set forth hereinobligation. Service ProviderSUBRECIPIENT’s obligation hereunder shall be satisfied when Service Provider SUBRECIPIENT has provided to RCOoA COUNTY the appropriate form of dismissal relieving RCOoA COUNTY from any liability for the action or claim involvedmade. The specified insurance limits required requirements stated in this Agreement shall in no way limit or circumscribe Service ProviderSUBRECIPIENT’s obligations to indemnify and hold harmless County Indemnitees herein from third party claimsCOUNTY harmless.

HOLD HARMLESS/INDEMNIFICATION. Service Provider ‌ 23.1 CONTRACTOR shall defend, indemnify and hold harmless the County of RiversideRCHCA, its agencies, districts, special districts, and departments, their respective directors, officers, Board of Supervisors, elected and appointed officialsagents, employees, agents representatives, and representatives its successors and assigns (individually and collectively hereinafter referred to as “County Indemnitees”) from any liability, action, claim, claim or damage whatsoever, based or asserted upon any services of Service Providerof, or omissions of, CONTRACTOR, its officers, employees, subcontractors, agents or representatives, representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. Service Provider CONTRACTOR shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited to, attorney attorney’s fees, cost costs of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions or services. . 23.2 With respect to any action or claim subject to indemnification herein by Service ProviderCONTRACTOR, Service Provider CONTRACTOR shall, at its their sole cost, have the right to use counsel of its their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of RCOoARCHCA; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Service Provider’s CONTRACTOR’S indemnification to County Indemnitees as set forth herein. Service Provider’s . 23.3 CONTRACTOR’S obligation hereunder shall be satisfied when Service Provider CONTRACTOR has provided to RCOoA RCHCA the appropriate form of dismissal relieving RCOoA RCHCA from any liability for the action or claim involved. . 23.4 The specified insurance limits required in this Agreement shall in no way limit or circumscribe Service Provider’s CONTRACTOR’S obligations to indemnify and hold harmless County the Indemnitees herein from third party claims.

HOLD HARMLESS/INDEMNIFICATION. Service Provider HOSPITAL shall indemnify and hold harmless the County of Riverside, its agenciesAgencies, districtsDistricts, special districts, Special Districts and departmentsDepartments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as “County Indemnitees”) from any liability, action, claim, claim or damage whatsoever, based or asserted upon any services of Service ProviderHOSPITAL, its officers, employees, subcontractors, agents or representativesrepresentatives resulting from the negligent acts, arising out errors, omissions, or willful misconduct of or in any way relating to HOSPITAL while performing its duties under this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. Service Provider HOSPITAL shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited tolimited, to attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions omissions, or services. With respect to any action or claim subject to indemnification herein by Service ProviderHOSPITAL, Service Provider HOSPITAL shall, at its sole cost, have the right to use counsel of its own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of RCOoACOUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Service Provider’s HOSPITAL indemnification to County Indemnitees as set forth herein. Service ProviderHOSPITAL’s obligation hereunder shall be satisfied when Service Provider HOSPITAL has provided to RCOoA COUNTY the appropriate form of dismissal relieving RCOoA COUNTY from any liability for the action or claim involved. The specified insurance limits required in this Agreement shall in no way limit or circumscribe Service ProviderHOSPITAL’s obligations to indemnify and hold harmless County the Indemnitees herein from third party claims. HOSPITAL’s obligations set forth in this Section 10 shall survive the expiration or earlier termination of this Agreement.

HOLD HARMLESS/INDEMNIFICATION. Service Provider 14.1 Contractor shall indemnify and hold harmless the County of Riverside, its agenciesAgencies, districtsDistricts, special districts, Special Districts and departmentsDepartments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as “County Indemnitees”) from any liability, action, claim, action or damage whatsoever, based or asserted upon any services of Service ProviderContractor, its officers, employees, subcontractors, agents or representatives, representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. Service Provider Contractor shall defend the Indemnitees Indemnitees, at its sole expense including and all costs and fees (costs, including, but not limited tolimited, to attorney fees, cost of investigation, defense and settlements or awards) , in any such claim or action based upon such acts, omissions or services. With respect to any action or claim subject to indemnification herein by Service Provider, Service Provider action. 14.2 Contractor shall, at its their sole cost, have the right to use counsel of its their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of RCOoACounty; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Service ProviderContractor’s indemnification to County Indemnitees as set forth herein. Service ProviderIndemnitees. 14.3 Contractor’s obligation hereunder shall be satisfied when Service Provider Contractor has provided to RCOoA County the appropriate form of dismissal relieving RCOoA County, or other entities or persons, from any liability for the action or claim involved. . 14.4 The specified insurance limits required in this Agreement shall in no way limit or circumscribe Service ProviderContractor’s obligations to indemnify and hold harmless County the Indemnitees herein from third party claimspursuant to this article.

HOLD HARMLESS/INDEMNIFICATION. Service Provider 21.1 CONTRACTOR shall indemnify and hold harmless the DISTRICT, County of Riverside, its agenciesAgencies, districtsDistricts, special districts, Special Districts and departmentsDepartments, their respective directors, officers, Board of SupervisorsDirectors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as “County Indemnitees”) from any liability, action, claim, claim or damage whatsoever, based or asserted upon any services of Service ProviderCONTRACTOR, its officers, employees, subcontractors, agents or representatives, representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. Service Provider CONTRACTOR shall defend the Indemnitees defend, at its sole expense including expense, all costs costs, and fees (including, but not limited tolimited, to attorney fees, cost of investigation, defense and settlements or awards) , the Indemnitees in any claim or action based upon such acts, omissions alleged acts or services. omissions. 21.2 With respect to any action or claim subject to indemnification herein by Service ProviderCONTRACTOR, Service Provider CONTRACTOR shall, at its their sole cost, have the right to use counsel of its their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of RCOoADISTRICT; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Service Provider’s CONTRACTOR’S indemnification to County Indemnitees as set forth herein. Service Provider’s . 21.3 CONTRACTOR’S obligation hereunder shall be satisfied when Service Provider CONTRACTOR has provided to RCOoA DISTRICT the appropriate form of dismissal relieving RCOoA DISTRICT from any liability for the action or claim involved. . 21.4 The specified insurance limits required in this Agreement shall in no way limit or circumscribe Service Provider’s CONTRACTOR’S obligations to indemnify and hold harmless County the Indemnitees herein from third party claims.