Common use of Indemnifications by Contractor Clause in Contracts

Indemnifications by Contractor. 21.1.1 Except as otherwise expressly provided below, Contractor shall indemnify, protect, defend, hold harmless and release each Owner Indemnitee from and against any and all losses, damages, costs and expenses, including reasonable attorneys’ fees, arising out of Claims by third parties with respect to the following: (a) to the extent of any actual or alleged negligent or intentionally wrongful act, error, or omission of any Contractor-Related Party, provided that the indemnity under this Section 21.1.1 (a) shall be limited to such Claims arising out of death, bodily injury or property damage, including loss of use of property, suffered by third parties; (b) any monetary imposition arising from a violation by any Contractor-Related Party of Laws, Regulations and Ordinances in connection with or relating to the Project or the Work; (c) any mechanic’s, materialman’s or design professional’s Lien on Owner’s right, title and interest in and to any Owner property arising out of the actual or alleged furnishing of labor, equipment, materials or services to or for the Project or any portion thereof by or on behalf of or at the request of any Contractor-Related Party and due to Contractor’s failure or alleged failure to pay to others any amount due or alleged to be due; (d) any actual or alleged failure of any Contractor-Related Party to pay any sales, use or other taxes due or alleged to be due in connection with the Work and for which it is responsible to pay pursuant to Section 14.1.2; (e) any Hazardous Substances or Hazardous Environmental Condition described in Section 9.1.9; (f) exacerbation due to the actual or alleged breach of contract, violation of Laws, Regulations and Ordinances, negligence, recklessness or willful misconduct of any Contractor-Related Party, of the release, spreading, migration or toxicity of any Known Pre-Existing Hazardous Environmental Conditions; (g) infringement by any Contractor-Related Party (excluding third- party vendors of software and equipment and materials) of any actually or allegedly patented, copyrighted, trademarked, service-marked or other proprietary materials, equipment, devices or processes, including intellectual property (except (with respect to any particular design process or the product of a particular manufacturer or manufacturers specified and required by Owner); and (h) actual or alleged fraud or intentional misrepresentation by any Contractor-Related Party. 21.1.2 To the fullest extent permitted by Laws, Regulations and Ordinances, Contractor’s indemnities exclude the portion of liability on a Claim that is attributable to: (a) the negligent acts or omissions of an Owner Indemnitee; (b) an error, omission, or deficiency in the technical specifications or requirements included in the Project Technical Requirements which either: (i) is unknown to any Contractor-Related Party; or (ii) although known to a Contractor- Related Party, is communicated in writing to Owner pursuant to Section 3.1.2 and Owner has failed to issue an appropriate Change Order as required pursuant to Section 3.1.2; (c) any injuries or loss arising from acts of terrorism; or (d) those losses, damages, costs and expenses addressed in Section 21.3 below. If the Claim is attributable to those causes identified in clauses (a) through (d) above, Contractor shall not be obligated to indemnify Owner Indemnitees for the proportionate share of such Claim caused thereby. 21.1.3 For purposes of this Section 21.1, a “third party” means any Person and/or Entity other than an Owner Indemnitee or a Contractor-Related Party, except that a third party includes: (a) any Owner employee, agent and contractor or his or her heir or representative who asserts a Claim arising out of death, bodily injury or property damage against an Owner Indemnitee or a Contractor-Related Party and which is not covered by worker’s compensation, and (b) any Governmental Person which in the exercise of its authority imposes upon Owner Hazardous Substance remediation requirements or costs which are within the scope of an indemnity set forth in this Section 21.1. 21.1.4 Contractor shall not have any obligation to indemnify Owner or any third- party beneficiary or assignee with respect to any third party Claim relating to Pre-Existing Hazardous Environmental Conditions. Owner shall be solely responsible for the satisfaction and discharge of, as and when due, any and all liabilities, obligations and other Claims by a third party for personal injury or damage or harm to its property or business due to Pre-Existing Hazardous Environmental Conditions suffered or incurred at any time.

Indemnifications by Contractor. 21.1.1 Except as otherwise expressly provided below, Contractor shall indemnify, protect, defend, hold harmless and release each Owner Indemnitee from and against any and all losses, damages, costs and expenses, including reasonable attorneys’ fees, arising out of Claims by third parties with respect to the following: (a) to the extent of any actual or alleged negligent or intentionally wrongful act, error, or omission of any Contractor-Related Party, provided that the indemnity under this Section 21.1.1 (a) shall be limited to such Claims arising out of death, bodily injury or property damage, including loss of use of property, suffered by third parties; (b) any monetary imposition arising from a violation by any Contractor-Contractor- Related Party of Laws, Regulations and Ordinances in connection with or relating to the Project or the Work; (c) any mechanic’s, materialman’s or design professional’s Lien on Owner’s right, title and interest in and to any Project Right-of-Way or other Owner property arising out of the actual or alleged furnishing of labor, equipmentEquipment and Materials, or other materials or services to or for the Project or any portion thereof by or on behalf of or at the request of any Contractor-Related Party and due to Contractor’s failure or alleged failure to pay to others any amount due or alleged to be due; (d) any actual or alleged failure of any Contractor-Related Party to pay any sales, use or other taxes due or alleged to be due in connection with the Work and for which it is responsible to pay pursuant to Section 14.1.2; (e) any Hazardous Substances or Hazardous Environmental Environment Condition described in Section 9.1.9Sections 9.1.9(a) or 9.1.9(c); (f) exacerbation due to the actual or alleged breach of contract, violation of Laws, Regulations and Ordinances, negligence, recklessness or willful misconduct of any Contractor-Related Party, of the release, spreading, migration or toxicity of any Known Pre-Existing Hazardous Environmental Conditions; (g) infringement by any Contractor-Related Party (excluding third- third-party vendors of software and equipment Equipment and materialsMaterials) of any actually or allegedly patented, copyrighted, trademarked, service-marked or other proprietary materials, equipmentEquipment and Materials, devices or processes, including intellectual property (except (with respect to any particular design process or the product of a particular manufacturer or manufacturers specified and required by Owner); and (h) actual or alleged fraud or intentional misrepresentation by any Contractor-Contractor- Related Party. 21.1.2 To the fullest extent permitted by Laws, Regulations and Ordinances, Contractor’s indemnities exclude the portion of liability on a Claim that is attributable to: (a) the negligent acts or omissions of an Owner Indemnitee; (b) an error, omission, or deficiency in the technical specifications or requirements included in the Project Technical Requirements which either: (i) is unknown to any Contractor-Related Party; or (ii) although known to a Contractor- Related Party, is communicated in writing to Owner pursuant to Section 3.1.2 and Owner has failed to issue an appropriate Change Order as required pursuant to Section 3.1.2; (c) any injuries or loss arising from acts of terrorism; or (d) those losses, damages, costs and expenses addressed in Section 21.3 below. If the Claim is attributable to those causes identified in clauses (a) through (d) above, Contractor shall not be obligated to indemnify Owner Indemnitees for the proportionate share of such Claim caused thereby. 21.1.3 For purposes of this Section 21.1, a “third party” means any Person and/or Entity other than an Owner Indemnitee or a Contractor-Related Party, except that a third party includes: (a) any Owner employee, agent and contractor or his or her heir or representative who asserts a Claim arising out of death, bodily injury or property damage against an Owner Indemnitee or a Contractor-Related Party and which is not covered by worker’s compensation, and (b) any Governmental Person which in the exercise of its authority imposes upon Owner Hazardous Substance remediation requirements or costs which are within the scope of an indemnity set forth in this Section 21.1. 21.1.4 Except with respect to its obligations set forth in Section 21.1.1(f), Contractor shall not have any obligation to indemnify Owner or any third- third-party beneficiary or assignee with respect to any third party Claim relating to Known Pre-Existing Hazardous Environmental Conditions or Unknown Pre-Existing Hazardous Environmental Conditions. Except to the extent provided in Section 21.1.1(f), Owner shall be solely responsible for the satisfaction and discharge of, as and when due, any and all liabilities, obligations and other Claims by a third party for personal injury or damage or harm to its property or business due to Pre-Existing existing Known Hazardous Environmental Conditions or Unknown Hazardous Environmental Conditions suffered or incurred at any time.

Indemnifications by Contractor. 21.1.1 Except as otherwise expressly provided below, Contractor shall indemnify, protect, defend, hold harmless and release each Owner Indemnitee from and against any and all losses, damages, costs and expenses, including reasonable attorneys’ fees, arising out of Claims by third parties with respect to the following: (a) to the extent of any actual or alleged negligent or intentionally wrongful act, error, or omission of any Contractor-Related Party, provided that the indemnity under this Section 21.1.1 (a) shall be limited to such Claims arising out of death, bodily injury or property damage, including loss of use of property, suffered by third parties; (b) any monetary imposition arising from a violation by any Contractor-Contractor- Related Party of Laws, Regulations and Ordinances in connection with or relating to the Project or the Work; (c) any mechanic’s, materialman’s or design professional’s Lien on Owner’s right, title and interest in and to any Project Right-of-Way or other Owner property arising out of the actual or alleged furnishing of labor, equipmentEquipment and Materials, or other materials or services to or for the Project or any portion thereof by or on behalf of or at the request of any Contractor-Related Party and due to Contractor’s failure or alleged failure to pay to others any amount due or alleged to be due; (d) any actual or alleged failure of any Contractor-Related Party to pay any sales, use or other taxes due or alleged to be due in connection with the Work and for which it is responsible to pay pursuant to Section 14.1.2; (e) any Hazardous Substances or Hazardous Environmental Environment Condition described in Section 9.1.9Sections 9.1.9(a) or 9.1.9(b); (f) exacerbation due to the actual or alleged breach of contract, violation of Laws, Regulations and Ordinances, negligence, recklessness or willful misconduct of any Contractor-Related Party, of the release, spreading, migration or toxicity of any Known Pre-Existing Hazardous Environmental ConditionsNot Used; (g) infringement by any Contractor-Related Party (excluding third- third-party vendors of software and equipment Equipment and materialsMaterials) of any actually or allegedly patented, copyrighted, trademarked, service-marked or other proprietary materials, equipmentEquipment and Materials, devices or processes, including intellectual property (except (with respect to any particular design process or the product of a particular manufacturer or manufacturers specified and required by Owner); and (h) actual or alleged fraud or intentional misrepresentation by any Contractor-Contractor- Related Party. 21.1.2 To the fullest extent permitted by Laws, Regulations and Ordinances, Contractor’s indemnities exclude the portion of liability on a Claim that is attributable to: (a) the negligent acts or omissions of an Owner Indemnitee; (b) an error, omission, or deficiency in the technical specifications or requirements included in the Project Technical Requirements which either: (i) is unknown to any Contractor-Related Party; or (ii) although known to a Contractor- Related Party, is communicated in writing to Owner pursuant to Section 3.1.2 and Owner has failed to issue an appropriate Change Order as required pursuant to Section 3.1.2; (c) any injuries or loss arising from acts of terrorism; or (d) those losses, damages, costs and expenses addressed in Section 21.3 below. If the Claim is attributable to those causes identified in clauses (a) through (d) above, Contractor shall not be obligated to indemnify Owner Indemnitees for the proportionate share of such Claim caused thereby. 21.1.3 For purposes of this Section 21.1, a “third party” means any Person and/or Entity other than an Owner Indemnitee or a Contractor-Related Party, except that a third party includes: (a) any Owner employee, agent and contractor or his or her heir or representative who asserts a Claim arising out of death, bodily injury or property damage against an Owner Indemnitee or a Contractor-Related Party and which is not covered by worker’s compensation, and (b) any Governmental Person which in the exercise of its authority imposes upon Owner Hazardous Substance remediation requirements or costs which are within the scope of an indemnity set forth in this Section 21.1. 21.1.4 Except with respect to its obligations set forth in Section 21.1.1(f), Contractor shall not have any obligation to indemnify Owner or any third- third-party beneficiary or assignee with respect to any third party Claim relating to Pre-Existing Hazardous Environmental Conditions. Except to the extent provided in Section 21.1.1(f), Owner shall be solely responsible for the satisfaction and discharge of, as and when due, any and all liabilities, obligations and other Claims by a third party for personal injury or damage or harm to its property or business due to Pre-Existing Hazardous Environmental Conditions suffered or incurred at any time.

Indemnifications by Contractor. 21.1.1 Except as otherwise expressly provided below, Contractor shall indemnify, protect, defend, hold harmless and release each Owner Indemnitee from and against any and all losses, damages, costs and expenses, including reasonable attorneys’ fees, arising out of Claims by third parties with respect to the following: (a) to the extent of any actual or alleged negligent or intentionally wrongful act, error, or omission of any Contractor-Related Party, provided that the indemnity under this Section 21.1.1 (a) shall be limited to such Claims arising out of death, bodily injury or property damage, including loss of use of property, suffered by third parties; (b) any monetary imposition arising from a violation by any Contractor-Contractor- Related Party of Laws, Regulations and Ordinances in connection with or relating to the Project or the Work; (c) any mechanic’s, materialman’s or design professional’s Lien on Owner’s right, title and interest in and to any Project Right-of-Way or other Owner property arising out of the actual or alleged furnishing of labor, equipmentEquipment and Materials, or other materials or services to or for the Project or any portion thereof by or on behalf of or at the request of any Contractor-Related Party and due to Contractor’s failure or alleged failure to pay to others any amount due or alleged to be due; (d) any actual or alleged failure of any Contractor-Related Party to pay any sales, use or other taxes due or alleged to be due in connection with the Work and for which it is responsible to pay pursuant to Section 14.1.2; (e) any Hazardous Substances or Hazardous Environmental Environment Condition described in Section 9.1.9Sections 9.1.9(a) or 9.1.9(c); (f) exacerbation due to the actual or alleged breach of contract, violation of Laws, Regulations and Ordinances, negligence, recklessness or willful misconduct of any Contractor-Related Party, of the release, spreading, migration or toxicity of any Known Pre-Existing Hazardous Environmental Conditions; (g) infringement by any Contractor-Related Party (excluding third- third-party vendors of software and equipment Equipment and materialsMaterials) of any actually or allegedly patented, copyrighted, trademarked, service-marked or other proprietary materials, equipmentEquipment and Materials, devices or processes, including intellectual property (except (with respect to any particular design process or the product of a particular manufacturer or manufacturers specified and required by Owner); and (h) actual or alleged fraud or intentional misrepresentation by any Contractor-Contractor- Related Party. 21.1.2 To the fullest extent permitted by Laws, Regulations and Ordinances, Contractor’s indemnities exclude the portion of liability on a Claim that is attributable to: (a) the negligent acts or omissions of an Owner Indemnitee; (b) an error, omission, or deficiency in the technical specifications or requirements included in the Project Technical Requirements which either: (i) is unknown to any Contractor-Related Party; or (ii) although known to a Contractor- Related Party, is communicated in writing to Owner pursuant to Section 3.1.2 and Owner has failed to issue an appropriate Change Order as required pursuant to Section 3.1.2; or (c) any injuries or loss arising from acts of terrorism; or (d) those losses, damages, costs and expenses addressed in Section 21.3 below. If the Claim is attributable to those causes identified in clauses (a) through (dc) above, Contractor shall not be obligated to indemnify Owner Indemnitees for the proportionate share of such Claim caused thereby. 21.1.3 For purposes of this Section 21.1, a “third party” means any Person and/or Entity other than an Owner Indemnitee or a Contractor-Related Party, except that a third party includes: (a) any Owner employee, agent and contractor or his or her heir or representative who asserts a Claim arising out of death, bodily injury or property damage against an Owner Indemnitee or a Contractor-Related Party and which is not covered by worker’s compensation, and (b) any Governmental Person which in the exercise of its authority imposes upon Owner Hazardous Substance remediation requirements or costs which are within the scope of an indemnity set forth in this Section 21.1. 21.1.4 Except with respect to its obligations set forth in Section 21.1.1(f), Contractor shall not have any obligation to indemnify Owner or any third- third-party beneficiary or assignee with respect to any third party Claim relating to Known Pre-Existing Hazardous Environmental Conditions or Unknown Pre-Existing Hazardous Environmental Conditions. Except to the extent provided in Section 21.1.1(f), Owner shall be solely responsible for the satisfaction and discharge of, as and when due, any and all liabilities, obligations and other Claims by a third party for personal injury or damage or harm to its property or business due to Pre-Existing existing Known Hazardous Environmental Conditions or Unknown Hazardous Environmental Conditions suffered or incurred at any time.

Indemnifications by Contractor. 21.1.1 Except as otherwise expressly provided below, Contractor shall indemnify, protect, defend, hold harmless and release each Owner Indemnitee from and against any and all losses, damages, costs and expenses, including reasonable attorneys’ fees, arising out of Claims by third parties with respect to the following: (a) to the extent of any actual or alleged negligent or intentionally wrongful act, error, or omission of any Contractor-Related Party, provided that the indemnity under this Section 21.1.1 (a) shall be limited to such Claims arising out of death, bodily injury or property damage, including loss of use of property, suffered by third parties; (b) any monetary imposition arising from a violation by any Contractor-Contractor- Related Party of Laws, Regulations and Ordinances in connection with or relating to the Project or the Work; (c) any mechanic’s, materialman’s or design professional’s Lien on Owner’s right, title and interest in and to any Owner property arising out of the actual or alleged furnishing of labor, equipment, materials or services to or for the Project or any portion thereof by or on behalf of or at the request of any Contractor-Related Party and due to Contractor’s failure or alleged failure to pay to others any amount due or alleged to be due; (d) any actual or alleged failure of any Contractor-Related Party to pay any sales, use or other taxes due or alleged to be due in connection with the Work and for which it is responsible to pay pursuant to Section 14.1.2; (e) any Hazardous Substances or Hazardous Environmental Condition described in Section 9.1.9; (f) exacerbation due to the actual or alleged breach of contract, violation of Laws, Regulations and Ordinances, negligence, recklessness or willful misconduct of any Contractor-Related Party, of the release, spreading, migration or toxicity of any Known Pre-Existing Hazardous Environmental ConditionsNot Used; (g) infringement by any Contractor-Related Party (excluding third- third-party vendors of software and equipment and materials) of any actually or allegedly patented, copyrighted, trademarked, service-marked or other proprietary materials, equipment, devices or processes, including intellectual property (except (with respect to any particular design process or the product of a particular manufacturer or manufacturers specified and required by Owner); and (h) actual or alleged fraud or intentional misrepresentation by any Contractor-Contractor- Related Party. 21.1.2 To the fullest extent permitted by Laws, Regulations and Ordinances, Contractor’s indemnities exclude the portion of liability on a Claim that is attributable to: (a) the negligent acts or omissions of an Owner Indemnitee; (b) an error, omission, or deficiency in the technical specifications or requirements included in the Project Technical Requirements which either: (i) is unknown to any Contractor-Related Party; or (ii) although known to a Contractor- Related Party, is communicated in writing to Owner pursuant to Section 3.1.2 and Owner has failed to issue an appropriate Change Order as required pursuant to Section 3.1.2; (c) any injuries or loss arising from acts of terrorism; or (d) those losses, damages, costs and expenses addressed in Section 21.3 below. If the Claim is attributable to those causes identified in clauses (a) through (d) above, Contractor shall not be obligated to indemnify Owner Indemnitees for the proportionate share of such Claim caused thereby. 21.1.3 For purposes of this Section 21.1, a “third party” means any Person and/or Entity other than an Owner Indemnitee or a Contractor-Related Party, except that a third party includes: (a) any Owner employee, agent and contractor or his or her heir or representative who asserts a Claim arising out of death, bodily injury or property damage against an Owner Indemnitee or a Contractor-Related Party and which is not covered by worker’s compensation, and (b) any Governmental Person which in the exercise of its authority imposes upon Owner Hazardous Substance remediation requirements or costs which are within the scope of an indemnity set forth in this Section 21.1. 21.1.4 Contractor shall not have any obligation to indemnify Owner or any third- party beneficiary or assignee with respect to any third party Claim relating to Pre-Existing Hazardous Environmental Conditions. Owner shall be solely responsible for the satisfaction and discharge of, as and when due, any and all liabilities, obligations and other Claims by a third party for personal injury or damage or harm to its property or business due to Pre-Existing Hazardous Environmental Conditions suffered or incurred at any time.