Common use of Independent Contractor; Indemnification Clause in Contracts

Independent Contractor; Indemnification. Subrecipient is an independent contractor for all purposes under this Agreement, and shall be exclusively responsible for all costs and expenses related to its employment of individuals to perform the work under this Agreement, including but not limited to PERS contributions, workers compensation, unemployment taxes and state and federal income tax withholdings. Subrecipient shall have sole control and supervision over the manner in which the Project is performed, subject only to consistency with the terms of this Agreement, and shall be responsible for determining the appropriate means and manner of executing the Project. Neither Subrecipient, nor its officers, directors, employees, subcontractors or volunteers, are officers, employees or agents of TriMet as those terms are used in ORS 30.265. Neither Subrecipient, nor its directors, officers, employees, subcontractors or volunteers, shall hold themselves out either explicitly or implicitly as officers, employees or agents of TriMet for any purpose whatsoever. Nothing in this Agreement shall be deemed to create a partnership, franchise or joint venture between the parties. The parties agree that TriMet shall have no liability of any nature in connection with the Subrecipient’s use of the funds. To the fullest extent permitted by law, Subrecipient agrees to fully indemnify, hold harmless and defend, TriMet, its directors, officers, employees and agents from and against all claims, suits, actions of whatsoever nature, damages or losses, and all expenses and costs incidental to the investigation and defense thereof including reasonable attorney’s fees, resulting from or arising solely out of the activities of Subrecipient, its officers, directors, employees, agents, subcontractors and volunteers under this Agreement. The provisions set forth in this subparagraph (B) shall survive termination or expiration of this Agreement. The following section applies to any claim not arising solely out of the negligence of Subrecipient as described in this Section 6(B): If any third party makes any claim or brings any action, suit or proceeding alleging a tort as now or hereafter defined in ORS 30.260 ("Third Party Claim") against TriMet or City with respect to which the other Party may have liability, the notified Party must promptly notify the other Party in writing of the Third Party Claim and deliver to the other Party a copy of the claim, process, and all legal pleadings with respect to the Third Party Claim. Each Party is entitled to participate in the defense of a Third Party Claim, and to defend a Third Party Claim with counsel of its own choosing. Receipt by a Party of the notice and copies required in this paragraph and meaningful opportunity for the Party to participate in the investigation, defense and settlement of the Third Party Claim with counsel of its own choosing are conditions precedent to that Party's liability with respect to the Third Party Claim. With respect to a Third Party Claim for which TriMet is jointly liable with City (or would be if joined in the Third Party Claim), TriMet shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by City in such proportion as is appropriate to reflect the relative fault of TriMet on the one hand and of City on the other hand in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of TriMet on the one hand and of City on the other hand shall be determined by reference to, among other things, the Parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. TriMet’s contribution amount in any instance is capped to the same extent it would have been capped under Oregon law, including the Oregon Tort Claims Act, ORS 30.260 to 30.300, if TriMet had sole liability in the proceeding. With respect to a Third Party Claim for which City is jointly liable with TriMet (or would be if joined in the Third Party Claim), City shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by TriMet in such proportion as is appropriate to reflect the relative fault of City on the one hand and of TriMet on the other hand in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of City on the one hand and of TriMet on the other hand shall be determined by reference to, among other things, the Parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. City’s contribution amount in any instance is capped to the same extent it would have been capped under Oregon law, including the Oregon Tort Claims Act, ORS 30.260 to 30.300, if it had sole liability in the proceeding.

Independent Contractor; Indemnification. Subrecipient is A. Mentmore shall provide management advisory services to the Companies hereunder only in the capacity as an independent contractor contractor. Mentmore shall have sole responsibility for the payment of all purposes under income, social security, employment and related taxes with respect to amounts payable to Mentmore hereunder, and for the provision of all welfare, pension and other employee benefits to the employees of Mentmore. B. With regard to the services to be provided and performed by Mentmore pursuant to this Agreement, and shall be exclusively responsible for all costs and expenses related to its employment of individuals to perform the work under this Agreement, including but not limited to PERS contributions, workers compensation, unemployment taxes and state and federal income tax withholdings. Subrecipient shall have sole control and supervision over the manner in which the Project is performed, subject only to consistency with the terms of this Agreement, and shall be responsible for determining the appropriate means and manner of executing the Project. Neither Subrecipient, neither Mentmore nor its officersshareholders, directors, employees, subcontractors or volunteers, are officers, employees or agents of TriMet as those terms are used in ORS 30.265. Neither Subrecipient, nor its directors, officers, employees, subcontractors agents or volunteers, representatives shall hold themselves out either explicitly be liable to the Companies or implicitly as officers, employees or agents any of TriMet its subsidiaries for any purpose whatsoever. Nothing acts or omissions of Mentmore in this Agreement shall be deemed to create a partnershipthe provision or performance of such services, franchise other than acts or joint venture between omissions resulting from the parties. The parties agree that TriMet shall have no liability fraud, bad faith or gross negligence of any nature in connection with the Subrecipient’s use of the funds. To the fullest extent permitted by law, Subrecipient agrees to fully indemnify, hold harmless and defend, TriMetMentmore, its shareholders, directors, officers, employees employees, agents or representatives. The Companies shall hold harmless, defend and agents from and against all claims, suits, actions of whatsoever nature, damages or losses, and all expenses and costs incidental to the investigation and defense thereof including reasonable attorney’s fees, resulting from or arising solely out of the activities of Subrecipientindemnify Mentmore, its officersshareholders, directors, officers, employees, agents, subcontractors representatives, successors and volunteers assigns (the "Indemnified Parties") from and against any and all liabilities, costs, damages, expenses and attorneys' fees resulting from or attributable to any and all acts and omissions of the Indemnified Parties in providing or performing the services required under this Agreement. The provisions set forth in this subparagraph (B) shall survive termination , other than acts or expiration of this Agreement. The following section applies to omissions resulting from fraud, bad faith or gross negligence by any claim not arising solely out of the negligence Indemnified Parties. To the extent that any such liabilities, costs, damages, expenses and attorneys' fees are compensated for by insurance purchased or arranged for by the Companies, neither Mentmore nor any of Subrecipient as described in this Section 6(B): If any third party makes any claim or brings any action, suit or proceeding alleging a tort as now or hereafter defined in ORS 30.260 ("Third Party Claim") against TriMet or City with respect to which the other Party may have liability, the notified Party must promptly notify the other Party in writing of the Third Party Claim and deliver to the other Party a copy of the claim, process, and all legal pleadings with respect to the Third Party Claim. Each Party is entitled to participate in the defense of a Third Party Claim, and to defend a Third Party Claim with counsel of its own choosing. Receipt by a Party of the notice and copies required in this paragraph and meaningful opportunity for the Party to participate in the investigation, defense and settlement of the Third Party Claim with counsel of its own choosing are conditions precedent to that Party's liability with respect to the Third Party Claim. With respect to a Third Party Claim for which TriMet is jointly liable with City (or would be if joined in the Third Party Claim), TriMet shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by City in such proportion as is appropriate to reflect the relative fault of TriMet on the one hand and of City on the other hand in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of TriMet on the one hand and of City on the other hand Indemnified Parties shall be determined by reference to, among other things, required to reimburse the Parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. TriMet’s contribution amount in any instance is capped to the same extent it would have been capped under Oregon law, including the Oregon Tort Claims Act, ORS 30.260 to 30.300, if TriMet had sole liability in the proceeding. With respect to a Third Party Claim for which City is jointly liable with TriMet (or would be if joined in the Third Party Claim), City shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by TriMet in such proportion as is appropriate to reflect the relative fault of City Companies on the one hand and of TriMet on the other hand in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of City on the one hand and of TriMet on the other hand shall be determined by reference to, among other things, the Parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. City’s contribution amount in any instance is capped to the same extent it would have been capped under Oregon law, including the Oregon Tort Claims Act, ORS 30.260 to 30.300, if it had sole liability in the proceedingaccount thereof.

Independent Contractor; Indemnification. Subrecipient is 7.1 The Representative shall perform the specified Services as an independent contractor for all purposes under this Agreementrepresentative, and shall be exclusively responsible for all costs and expenses related to its employment of individuals to perform the work under this Agreement, including but not limited to PERS contributions, workers compensation, unemployment taxes and state and federal income tax withholdings. Subrecipient shall have sole control and supervision over the manner in which the Project is performed, subject only to consistency with the terms of this Agreement, and shall be responsible for determining the appropriate means and manner of executing the Project. Neither Subrecipient, nor its officers, directors, employees, subcontractors or volunteers, are officers, employees or agents of TriMet as those terms are used in ORS 30.265. Neither Subrecipient, nor its directors, officers, employees, subcontractors or volunteers, shall hold themselves out either explicitly or implicitly as officers, employees or agents of TriMet for any purpose whatsoever. Nothing nothing contained in this Agreement shall be deemed construed to create or imply a joint venture, partnership, franchise or joint venture employment relationship between Compuflight and the partiesRepresentative. The parties agree that TriMet Without express written authorization from Compuflight, the Representative shall not take nay action or permit any action to be taken on its behalf which purports to be done in the name of or on behalf of Compuflight and shall have no liability power or authority to bind Compuflight or to assume or create any obligation or responsibility, express or implied, on Compuflight's behalf or in its name, nor shall the Representative represent to anyone that he has such power or authority. The Representative shall not, in any sense, be considered an employee of Compuflight, nor shall the Representative be eligible or entitled to any nature benefits, perquisites or privileges given or extended to Compuflight's employees. No oral representations by employees of Compuflight shall have the effect of overriding this Agreement. 7.2 The Representative agrees to indemnify and hold harmless Compuflight and its officers, directors and employees from and against any and all claims, losses, liabilities, expenses and costs (including, without limitation, legal fees) which they or any of them may suffer or become liable for as a result of, or in connection with the Subrecipient’s use with, any representation, express or implied, of the fundsRepresentative that it has any authority to bind Compuflight to any agreement or obligation with any third party or which arise by reason of the Representative being considered an agent, representative or employee of Compuflight, including liability for notice of termination or severance pay, statutory or otherwise. If a competent governmental authority should assert that Compuflight is responsible for making any source deductions for the Representative, then Compuflight shall be entitled to commence making any source deductions from any amounts then payable by Compuflight to the Representative hereunder. Further, if a competent governmental authority asserts that Compuflight is retroactively responsible for any of such deductions or other payments that should have been made but were not made, Compuflight shall be entitled to make such payments retroactively and to deduct an amount equal to such payments, together with any and all costs and expenses (including, without limitation, legal fees) incurred by Compuflight related to such assertions or deductions, from any amounts then payable by Compuflight to the Representative hereunder. To the fullest extent permitted that such amounts are not recoverable by lawCompuflight by way of set-off as aforesaid, Subrecipient agrees to fully indemnify, hold harmless and defend, TriMet, its directors, officers, employees and agents the Representative will promptly indemnify Compuflight for such amounts following receipt of written demand for the same from and against all claims, suits, actions of whatsoever nature, damages or losses, and all expenses and costs incidental to the investigation and defense thereof including reasonable attorney’s fees, resulting from or arising solely out of the activities of Subrecipient, its officers, directors, employees, agents, subcontractors and volunteers under this Agreement. Compuflight. 7.3 The provisions set forth in this subparagraph (B) shall survive termination or expiration of this Agreement. The following section applies Paragraph 7 shall apply to any claim not arising solely out of the negligence of Subrecipient as described in this Section 6(B): If any third party makes any claim or brings any action, suit or proceeding alleging a tort as now or hereafter defined in ORS 30.260 ("Third Party Claim") against TriMet or City with respect to which the other Party may have liability, the notified Party must promptly notify the other Party in writing of the Third Party Claim and deliver to the other Party a copy of the claim, process, and all legal pleadings with respect to the Third Party Claim. Each Party is entitled to participate Compuflight's Affiliates in the defense of a Third Party Claim, and same manner as they apply to defend a Third Party Claim with counsel of its own choosing. Receipt by a Party of the notice and copies required in this paragraph and meaningful opportunity for the Party to participate in the investigation, defense and settlement of the Third Party Claim with counsel of its own choosing are conditions precedent to that Party's liability with respect to the Third Party Claim. With respect to a Third Party Claim for which TriMet is jointly liable with City (or would be if joined in the Third Party Claim), TriMet shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by City in such proportion as is appropriate to reflect the relative fault of TriMet on the one hand and of City on the other hand in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of TriMet on the one hand and of City on the other hand shall be determined by reference to, among other things, the Parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. TriMet’s contribution amount in any instance is capped to the same extent it would have been capped under Oregon law, including the Oregon Tort Claims Act, ORS 30.260 to 30.300, if TriMet had sole liability in the proceeding. With respect to a Third Party Claim for which City is jointly liable with TriMet (or would be if joined in the Third Party Claim), City shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by TriMet in such proportion as is appropriate to reflect the relative fault of City on the one hand and of TriMet on the other hand in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of City on the one hand and of TriMet on the other hand shall be determined by reference to, among other things, the Parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. City’s contribution amount in any instance is capped to the same extent it would have been capped under Oregon law, including the Oregon Tort Claims Act, ORS 30.260 to 30.300, if it had sole liability in the proceedingCompuflight.

Independent Contractor; Indemnification. A. Subrecipient is an independent contractor for all purposes under this Agreement, Agreement and shall be exclusively responsible for all costs and expenses related to its employment of individuals to perform the work under this Agreement, including but not limited to PERS contributions, workers compensation, unemployment taxes and state and federal income tax withholdings. Subrecipient shall have sole control and supervision over the manner in which the Project is performed, subject only to consistency with the terms of this Agreement, and shall be responsible for determining the appropriate means and manner of executing the Project. Neither Subrecipient, nor its officers, directors, employees, subcontractors or volunteers, are officers, employees or agents of TriMet as those terms are used in ORS 30.265. Neither Subrecipient, nor its directors, officers, employees, subcontractors or volunteers, shall hold themselves out either explicitly or implicitly as officers, employees or agents of TriMet for any purpose whatsoever. Nothing in this Agreement shall be deemed to create a partnership, franchise or joint venture between the parties. . B. The parties agree that TriMet shall have no liability of any nature in connection with the Subrecipient’s use of the funds. To the fullest extent permitted by law, Subrecipient agrees to fully indemnify, hold harmless and defend, TriMet, its directors, officers, employees and agents from and against all claims, suits, actions of whatsoever nature, damages or losses, and all expenses and costs incidental to the investigation and defense thereof including reasonable attorney’s fees, resulting from or arising solely out of the activities of Subrecipient, its officers, directors, employees, agents, subcontractors and volunteers under this Agreement. The provisions set forth in this subparagraph (B) shall survive termination or expiration of this Agreement. . C. The following section applies to any claim not arising solely out of the negligence of Subrecipient as described in this Section 6(B): ): i. If any third party makes any claim or brings any action, suit or proceeding alleging a tort as now or hereafter defined in ORS 30.260 ("Third Party Claim") against TriMet or City with respect to which the other Party may have liability, the notified Party must promptly notify the other Party in writing of the Third Party Claim and deliver to the other Party a copy of the claim, process, and all legal pleadings with respect to the Third Party Claim. Each Party is entitled to participate in the defense of a Third Party Claim, and to defend a Third Party Claim with counsel of its own choosing. Receipt by a Party of the notice and copies required in this paragraph and meaningful opportunity for the Party to participate in the investigation, defense and settlement of the Third Party Claim with counsel of its own choosing are conditions precedent to that Party's liability with respect to the Third Party Claim. ii. With respect to a Third Party Claim for which TriMet is jointly liable with City (or would be if joined in the Third Party Claim), TriMet shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by City in such proportion as is appropriate to reflect the relative fault of TriMet on the one hand and of City on the other hand in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of TriMet on the one hand and of City on the other hand shall be determined by reference to, among other things, the Parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. TriMet’s contribution amount in any instance is capped to the same extent it would have been capped under Oregon law, including the Oregon Tort Claims Act, ORS 30.260 to 30.300, if TriMet had sole liability in the proceeding. iii. With respect to a Third Party Claim for which City is jointly liable with TriMet (or would be if joined in the Third Party Claim), City shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by TriMet in such proportion as is appropriate to reflect the relative fault of City on the one hand and of TriMet on the other hand in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of City on the one hand and of TriMet on the other hand shall be determined by reference to, among other things, the Parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. City’s contribution amount in any instance is capped to the same extent it would have been capped under Oregon law, including the Oregon Tort Claims Act, ORS 30.260 to 30.300, if it had sole liability in the proceeding.