Common use of Indemnification/Hold Harmless Clause in Contracts

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall indemnify, protect, defend with counsel acceptable to the CITY, and hold CITY and CITY’s officers, employees, agents, and volunteers harmless and free from any and all claims, liabilities, or expenses, including attorney’s fees, arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the Agreement.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall Licensee agrees to indemnify, protect, defend (with counsel acceptable selected by Licensee) and hold Licensor and its parent, subsidiaries and affiliates and their respective officers, directors, employees and agents harmless from any claims, judgments, damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims) or loss including attorneys’ fees, consultant fees, and expert fees (consultants and experts to be selected by Licensor) which arise dining or after the term of this License, from or in connection with the Dish unless caused as a result of the negligence or willful misconduct of Licensor, its officers, employees or agents. Licensor shall not be liable for any loss, damage or injury of any kind whatsoever to the CITYproperty of Licensee or the property or person, including death, of any of Licensee’s employees, agents, invitees, contractors, or licensees or of any other person whomsoever caused by any use of the Licensed Area by Licensee, its agents, employees, invitees, contractors or licensees or occasioned by the failure on the part of Licensee to maintain said Licensed Area in safe condition, or by any act or omission of Licensee or of any of Licensee’s employees, agents or invitees, or arising from any other cause whatsoever; and hold CITY Licensee, as a material part of the consideration of this License, hereby waives on its behalf all claims and CITY’s demands against Licensor for any such loss, damage or injury suffered by Licensee, its agents, employees, invitees, contractors or licensees provided, however, nothing contained herein shall be deemed to waive any claim arising out of negligence or willful misconduct of Licensor or its agents, officers, employees, agents, and volunteers harmless and free from any and all claims, liabilities, or expenses, including attorney’s fees, arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the Agreementcontractors.

Indemnification/Hold Harmless. As a separate further consideration and independent covenant from CONTRACTOR’s obligations under Section 22 hereofinducement for this compromise settlement, CONTRACTOR shall Releasors agree to indemnify, protect, defend with counsel acceptable to the CITYdefend, and to hold CITY and CITY’s officers, employees, agents, and volunteers each of the Releasees harmless and free from any and all past, present and future claims, liabilitiesdemands, liens, subrogated claims, causes of action, in law or in equity, whether known or unknown, which may hereafter be made or brought by or on behalf of Releasors or any other person or entity claiming by, through or under Releasors, claiming damages, reimbursement, subrogation, indemnity, or contribution which might be filed or claimed as a result of or in any way arising out of the aforesaid injuries or damages, in any way arising directly or indirectly from events, incidents, or occurrences arising from the events of the Lawsuit and referenced herein. This also includes any claims, demands, or otherwise that may arise related to any allocation or apportionment of the sums set forth herein arising from the events of the Lawsuit, or any claims by the Qualified Settlement Fund Administrator or by any third parties with respect to operation of and/or disbursements from the Qualified Settlement Fund. It is the intent of Releasors that this indemnity agreement shall include indemnification to the Releasees for any and all judgments, awards, settlements, costs, attorney’s fees, or expenses, including attorney’s feesof whatever nature, it being the intent of Releasors to completely and fully terminate any exposure or liability on the part of Releasees arising from the events of the Lawsuit. Releasors agree to satisfy any and all claims for payments and liens arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained the subject matter of the Lawsuit from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defenseSettlement Amount, including but not limited to attorney’s feesmedical liens, hospital liens, claims made by any public or private health insurers, any federal or state Medicare or Medicaid claims, and attorney liens from their current attorneys and former attorneys they have retained or who hold a lien on this cause, and any and all other liens or subrogation rights of any kind which may have accrued as a result of medical care, hospital care, physical therapy, counseling or any other medical/mental health care or treatment rendered to the Releasors. XXXXXXXXXX also understands Releasors agree to, and agrees that it is being employed to perform the services provided for by are responsible for, notification of this Agreement because to any health plans, holders of CONTRACTOR’s professed expertise liens, and experience in performing such servicesassignees. Releasees have no responsibility to notify any person or entity of this Agreement on behalf of Releasors In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agentsthe event Releasors establish a Medicare/Medicaid set-aside, or volunteers may elect if Medicare/Medicaid requires a set-aside for future medical payments, Releasors agree it will be their sole responsibility and not the responsibility of Releasees or their counsel. The Parties agree that Releasors shall have sole responsibility for addressing the past, present, and future interests of Medicare/Medicaid related to do sothis settlement. If the cost of protecting Medicare/Medicaid consumes all or a substantial portion of the Settlement Amount, Releasors agree that they will not seek to set aside or withdraw from this Agreement and Releasees shall have no duty continuing obligations to reviewReleasors. To comply with the applicable federal regulations and to reasonably recognize Medicare/Medicaid’s interests, inspectReleasors represent that they agree to fully satisfy any and all Medicare/Medicaid conditional payments, monitorsubrogation interests, or supervise claims and/or liens, as may be finally determined and/or compromised, from the work performed proceeds of the Settlement Amount identified in Section IV.A above. Releasors agree to reserve the necessary funds from the Settlement Amount to cover such conditional payments, subrogation interests, claims and/or liens asserted by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant Medicare/Medicaid related to this Agreement. CONTRACTOR’s obligations under this Section Releasors agree to defend, protect, indemnify and save and hold harmless each of the Agreement Releasees and their respective heirs, executors, administrators, agents, assigns, successors, servants, employees, directors, officers, related corporate entities, and its insurer, if any person, firm, corporation or other entity claiming by, through or under Releasors shall survive the termination assert or attempt to assert any claim, action or demand by reason of the foregoing matters arising from the events of the Lawsuit, including but not limited to, any claim for contribution or indemnification or arising from any actual or claimed lien or subrogation right or any claim of interest in or entitlement to all or a part of any of the proceeds of this Agreement.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 21 hereof, CONTRACTOR shall indemnify, protect, defend with counsel acceptable to the CITY, and hold CITY and CITY’s officers, employees, agents, and volunteers harmless and free from any and all claims, liabilities, or expenses, including attorney’s fees, arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), conduct related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, or wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. The CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the Agreement.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereofIn consideration for the use District premises, CONTRACTOR shall User voluntarily agrees to indemnify, protect, defend with counsel acceptable to the CITYdefend, and hold CITY the District and CITYits employees, agents, representatives, and volunteers harmless from and against from and against any and all claims, damages, demands, actions, lawsuits, liens, liabilities, penalties, fines, or other such proceedings including, without limitation, for personal injuries, loss of life, or property damage related to or associated with COVID-19 (collectively “Claims”), and shall pay all costs and reasonable attorney’s fees incurred in the defense thereof, for any Claim (a) arising in whole or in part out of any use, occupancy, or occurrence in, on, at or from District property or facilities, (b) arising in whole or in part out of any act, omission or negligence of User, its officers, employees, agents, and volunteers harmless and free from contractors, subcontractors, invitees, licensees, (c) advanced or prosecuted by any and all claimsVisitor, liabilitiesofficer, employee, agent, contractor, invitee, or expenses, including attorney’s fees, licensee of the User; or (d) arising in whole or in part out of any breach or relating default by User under this agreement; provided that User shall not be liable to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related in any way the District if and to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising extent such Claims arise out of the gross negligence or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them willful misconduct of the District. Solely for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwisethe purpose of effectuating the indemnification obligations under this Lease, and all costs incurred by them in their defense, not for the benefit of any third parties (including but not limited to attorney’s fees. XXXXXXXXXX also understands employees of User), User specifically and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any immunity that may be granted it under the Washington State Industrial Insurance Act, Title 51 RCW. I have read the 2021-22 Additional Use Fees and I will comply with all rules listed herein and in Eastmont School District Procedure 4260-P Use of School Facilities. Applicant/User Print Name: Signature: Date: The District reserves the right to refuse or revoke any authorization issued for the use of contribution against CITY a school building or any grounds, and if rental has been paid, to refund such rental less expense incurred by the District in connection therewith. SCHOOL or ATHLETIC OFFICE USE ONLY: Date Application Submitted: Received By: Insurance Expiration Date: Proof of CITY’s officers, employees, agents, Residence &/or Nonprofit Status Verified: District Facilities Administrator Approval or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the Agreement.Principal: FOR DISTRICT OFFICE USE ONLY: Date Received: Electronic Contract Sent:

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall The Developer hereby agrees to indemnify, protectdefend, defend with counsel acceptable to the CITYpay on behalf of, and hold CITY harmless the City, its elected and CITY’s appointed officials, officers, employees, agents, representatives and volunteers harmless and free each of them from and against any and all claimssuits, actions, legal or administrative proceedings, claims demands, damages, liabilities, or expensesinterest, including attorney’s fees, costs, and expenses of whatsoever kind or nature whether arising out before, during or after completion of work hereunder and in any manner directly or relating indirectly caused, occasioned, or contributed to in whole or in part or claimed to be caused occasioned, or contributed to in whole or in part, by reason of any negligent act, negligent omission, or wrongful conductfault, or any lossnegligence, damagewhether active or passive, of the Developer or injury (includingof anyone acting under its direction or control or on its behalf even if liability is also sought to be imposed on the City, but not limited toits elected officials and appointed officials, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, representatives and volunteers. The obligation to indemnify, defend, pay on behalf of and hold harmless the City, its elected officials and appointed officials, officers, employees, agents, representatives and volunteers and each of them shall be applicable unless liability results from the sole negligence of the City, or its elected and appointed officials, officers, employees, agents, representatives and volunteers. In any and all claims against the City, it’s elected and appointed officials, officers, employees or authorized representatives or volunteers are named in by an employee of the Developer, any lawsuitsubcontractor, or should any claim be made against it or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph shall not be limited in any way by lawsuit any limitation on the amount or type of damages, compensation, or benefits payable by or for the Developer or any subcontractor under Worker’s Compensation Acts, Disability Benefits Acts, or other employee benefits acts. No provision of this Indemnification clause shall give rise to any duties not otherwise provided for by this Agreement or by operation of law. No provision of this Indemnity clause shall be construed to negate, abridge, or otherwise arising out reduce any other right or obligation of or relating indemnity that would otherwise exist as to such negligent actthe City, negligent omissionits elected and appointed officials, wrongful conductofficers, employees, agents,representatives and volunteers under this or any lossother contract. This clause is to be read in conjunction with all other indemnity provisions contained in this Agreement. Any conflict or ambiguity arising between any indemnity provisions of this Agreement shall be construed in favor of indemnified parties except when such interpretation would violate the laws of the State of Wisconsin. The Developer shall reimburse the City, damageits elected and appointed officials, or injury (includingofficers, but not limited toemployees , death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them agents ,representatives and volunteers for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all legal expenses and costs incurred by each of them in their defenseconnection therewith or in enforcing the indemnity herein provided. The Developer’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its elected and appointed officials, officers, employees or authorized representatives or volunteers. In the event that Developer employs other persons, firms, corporations or entities (sub-contractor) as part of the work covered by this Agreement, it shall be the Developer’s responsibility to require and confirm that each sub- contractor enters into an Indemnity Agreement in favor of the City, it’s elected and appointed officials, officers, employees, agents, representatives and volunteers, which is identical to this Indemnity Agreement. Notwithstanding any other portions of this Agreement, there is no waiver intended nor is the Developer or its insurers estopped from reliance upon the limitations and immunities normally inuring to the benefit of the additional insured (indemnified entity) including immunities contained within Wisconsin law, including but not limited to attorney’s feesthose found in Wisconsin Statute S. 893.80. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement This indemnity provisions shall survive the termination or expiration of the this Agreement.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 21 hereof, CONTRACTOR shall indemnify, protect, defend with counsel acceptable to the CITY, and hold CITY and CITY’s officers, employees, agents, and volunteers harmless and free from any and all claims, liabilities, or expenses, including attorney’s fees, arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury injury, including death, that is sustained from any communicable disease (including, but not limited toto any form of the coronavirus, death or other injury that is sustained anything emanating from any communicable diseaseor related to a coronavirus), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury injury, including death, that is sustained from any communicable disease (including, but not limited toto any form of the coronavirus, death or other injury that is sustained anything emanating from any communicable diseaseor related to a coronavirus), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury injury, including death, that is sustained from any communicable disease (including, but not limited toto any form of the coronavirus, death or other injury that is sustained anything emanating from any communicable diseaseor related to a coronavirus), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. The CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the Agreement.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall Licensee agrees to indemnify, protect, defend (with counsel acceptable selected by Licensee) and hold Licensor and its parent, subsidiaries and affiliates and their respective officers, directors, employees and agents harmless from any claims, judgments, damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims) or loss including attorneys' fees, consultant fees, and expert fees (consultants and experts to be selected by Licensor) which arise during or after the term of this License, from or in connection with the Dish unless caused as a result of the negligence or willful misconduct of Licensor, its officers, employees or agents. Licensor shall not be liable for any loss, damage or injury of any kind whatsoever to the CITYproperty of Licensee or the property or person, including death, of any of Licensee's employees, agents, invitees, contractors, or licensees or of any other person whomsoever caused by any use of the Licensed Area by Licensee, its agents, employees, invitees, contractors or licensees or occasioned by the failure on the part of Licensee to maintain said Licensed Area in safe condition, or by any act or omission of Licensee or of any of Licensee's employees, agents or invitees, or arising from any other cause whatsoever; and hold CITY Licensee, as a material part of the consideration of this License, hereby waives on its behalf all claims and CITY’s demands against Licensor for any such loss, damage or injury suffered by Licensee, its agents, employees, invitees, contractors or licensees provided, however, nothing contained herein shall be deemed to waive any claim arising out of negligence or willful misconduct of Licensor or its agents, officers, employees, agents, and volunteers harmless and free from any and all claims, liabilities, or expenses, including attorney’s fees, arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the Agreementcontractors.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereofLessee shall, CONTRACTOR shall to the fullest extent permitted by law, indemnify, protectdefend, defend with counsel acceptable to the CITY, protect and hold CITY and CITY’s harmless Lessor, its employees, officers, employeesdirectors and partners from and against any claims, agentsdemands, and volunteers harmless and free from any and all claimsdebts, causes of action, injury, liabilities, losses, damages, costs, expenses (including actual attorneys’ fees), awards, court costs, penalties, fines or expensesjudgments (“Claims”), including attorney’s feesresulting from, relating to or arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance a) the use of its services the subject Venue pursuant to this Agreement, (b) breach of the obligations of the Lessee under this Agreement. In the event CITY and/or any of CITY’s officersThe above notwithstanding, employees, agents, or volunteers are named in any lawsuit, or should any claim (a) Lessee shall not be made against it or any of them by lawsuit or otherwise arising out of or relating obligated to such negligent act, negligent omission, wrongful conductindemnify Lessor, or any lossother enumerated indemnitee, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent actClaim found by a court of competent jurisdiction, negligent omissionon the merits of any litigation, wrongful actto have been caused by the sole negligence or willful misconduct of the Lessor, or any lossother enumerated indemnitee, damageand (b) Lessee’s indemnity obligations shall not be construed to negate, abridge or injury (includingotherwise reduce any other right or obligation of indemnity which would otherwise exist under this Agreement or under the law. Lessee further understands, but not limited toagrees, death and acknowledges, that if any Claim is asserted against Lessor, by reason of any services provided by Lessee under this Agreement, giving rise to a duty to defend, whether suit is filed or other injury that not, Lessor shall have the immediate right to elect, in Lessor ’s sole and absolute discretion, whether to contest such Claim, and Lessee shall be required to perform the obligations of Lessee, as set forth above in this paragraph regardless of whether Lessor elects to contest such Claim. If Lessor decides to contest such Claim, Lessor shall have the right to select it’s own counsel and to control is sustained from own defense, and Lessee shall bear the cost of such defense and otherwise defending such Claim. Lessor shall have the right, at its option, upon notice to Lessee, to tender its defense to Lessee and to approve or disapprove such counsel as Lessee deems necessary to represent Lessor in connection with any communicable disease), any sums paid out in settlement or otherwiseClaim being the subject of indemnity, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands fees and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out expenses of such failure to inspect, review, monitor, or supervise defense shall be the work performed by CONTRACTOR pursuant to this Agreementsole responsibility of Lessee. CONTRACTOR’s obligations under this Section of the Agreement This indemnity provision shall survive the termination or expiration of this Agreement, and shall not be limited in any way by the Agreementamount or type of insurance obtained by anyone whatsoever.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall Contractor agrees to indemnify, protect, defend with counsel acceptable to the CITY, and hold CITY and CITY’s harmless, the City, its officers, employees, agents, and volunteers harmless employees from, and free from against any and all claims, actions, liabilities, or expenses, including attorney’s fees, arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (losses and expenses including, but not limited to, death attorney’s fees for personal, economic or bodily injury, wrongful death, loss of or damage to property, at law or in equity, which may arise or may be alleged to have risen from the negligent acts, errors, omissions or other injury wrongful conduct of Contractor, agents, laborers, subcontractors or other personnel entity acting under Contractor’s control in connection with the Contractor’s performance of services under this Contract and to that is sustained extent Contractor shall pay such claims and losses and shall pay all such costs and judgments which may issue from any communicable disease)lawsuit arising from such claims and losses including wrongful termination or allegations of discrimination or harassment, related and shall pay all costs and attorney’s fees expended by the City in defense of such claims and losses including appeals. That the aforesaid hold- harmless Contract by Contractor shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of the aforesaid operations of Contractor or any agent laborers, subcontractors or employee of Contractor regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. Contractor shall be held responsible for any violation of laws, rules, regulations or ordinances affecting in any way to CONTRACTOR’s the conduct of all persons engaged in or the materials or methods used by Contractor on the Work. Contractor shall give all notices and comply with all laws, ordinances, rules, regulations and orders of any public authority bearing on the performance of its services pursuant to the Work under this AgreementContract. In Contractor shall secure all permits, fees, licenses, and inspections necessary for the event CITY and/or any execution of CITY’s officersthe Work, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any and upon termination of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them this Contract for any judgment rendered against them for reason, Contractor shall transfer such negligent actpermits, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwiseif any, and all costs incurred if allowed by them in their defenselaw, including but not limited to attorney’s feesthe City. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement This indemnification shall survive the termination of the Agreementthis Contract.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereofTo the fullest extent permitted by law, CONTRACTOR the Association shall indemnifydefend, protect, defend with counsel acceptable to the CITYhold harmless, and hold CITY indemnify the County and CITY’s officersits elected officials, employees, agents, contractors, and volunteers harmless assigns from and free from against any and all liability, loss, claims, liabilitiesdemands, suits, costs, fees and expenses (including actual fees and expenses of attorneys, expert witnesses, and other consultants) (“Losses”) to the extent (i) caused by the negligent acts or expensesomissions of the Association (expressly excluding negligent acts or omissions that the Association would not be responsible for under applicable law); (ii) any conduct or activities of the Association that violate any applicable state or local law, including attorney’s feesrule, arising out regulation or ordinance; or (iii) any breach by the Association of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services obligations, representations or warranties contained in this Agreement. Such obligation shall not be construed to negate, abridge or otherwise reduce other rights or obligations of indemnity which would otherwise exist pursuant to this Agreement. In To the event CITY and/or any of CITY’s officersfullest extent permitted by law, the County shall defend, protect, hold harmless, and indemnify the Association and its elected officials, employees, agents, contractors, and assigns from and against any and all liability, loss, claims, demands, suits, costs, fees and expenses (including actual fees and expenses of attorneys, expert witnesses, and other consultants) (“Losses”) to the extent (i) caused by the negligent acts or volunteers are named in omissions of the County (expressly excluding negligent acts or omissions that the County would not be responsible for under applicable law); (ii) any lawsuitconduct or activities of the County that violate any applicable state or local law, rule, regulation or should ordinance; or (iii) any claim be made against it or breach by the County of any of them by lawsuit its obligations, representations or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out warranties contained in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequenceSuch obligation shall not be construed to negate, CONTRACTOR waives any right abridge or otherwise reduce other rights or obligations of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR indemnity which would otherwise exist pursuant to this Agreement. CONTRACTOR’s obligations under To the extent permissible by law, the provisions of this Section of the Agreement 16 shall survive the termination Term of this Agreement to the Agreementextent of any Loss based upon or arising out of any acts or omissions occurring during the Term of this Agreement .

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall The Developer hereby agrees to indemnify, protectdefend, defend with counsel acceptable to the CITYpay on behalf of, and hold CITY harmless the City, its elected and CITY’s appointed officials, officers, employees, agents, representatives and volunteers harmless and free each of them from and against any and all claimssuits, actions, legal or administrative proceedings, claims demands, damages, liabilities, or expensesinterest, including attorney’s fees, costs, and expenses of whatsoever kind or nature whether arising out before, during or after completion of work hereunder and in any manner directly or relating indirectly caused, occasioned, or contributed to in whole or in part or claimed to be caused occasioned, or contributed to in whole or in part, by reason of any negligent act, negligent omission, or wrongful conductfault, or any lossnegligence, damagewhether active or passive, of the Developer or injury (includingof anyone acting under its direction or control or on its behalf even if liability is also sought to be imposed on the City, but not limited toits elected officials and appointed officials, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, representatives and volunteers. The obligation to indemnify, defend, pay on behalf of and hold harmless the City, its elected officials and appointed officials, officers, employees, agents, representatives and volunteers and each of them shall be applicable unless liability results from the sole negligence of the City, or its elected and appointed officials, officers, employees, agents, representatives and volunteers. In any and all claims against the City, it’s elected and appointed officials, officers, employees or authorized representatives or volunteers are named in by an employee of the Developer, any lawsuitsubcontractor, or should any claim be made against it or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph shall not be limited in any way by lawsuit any limitation on the amount or type of damages, compensation, or benefits payable by or for the Developer or any subcontractor under Worker’s Compensation Acts, Disability Benefits Acts, or other employee benefits acts. No provision of this Indemnification clause shall give rise to any duties not otherwise provided for by this Agreement or by operation of law. No provision of this Indemnity clause shall be construed to negate, abridge, or otherwise arising out reduce any other right or obligation of or relating indemnity that would otherwise exist as to such negligent actthe City, negligent omissionits elected and appointed officials, wrongful conductofficers, employees, agents,representatives and volunteers under this or any lossother contract. This clause is to be read in conjunction with all other indemnity provisions contained in this Agreement. Any conflict or ambiguity arising between any indemnity provisions of this Agreement shall be construed in favor of indemnified parties except when such interpretation would violate the laws of the State of Wisconsin. The Developer shall reimburse the City, damageits elected and appointed officials, or injury (includingofficers, but not limited toemployees , death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them agents ,representatives and volunteers for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all legal expenses and costs incurred by each of them in their defenseconnection therewith or in enforcing the indemnity herein provided. The Developer’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its elected and appointed officials, officers, employees or authorized representatives or volunteers. In the event that Developer employs other persons, firms, corporations or entities (sub-contractor) as part of the work covered by this Agreement, it shall be the Developer’s responsibility to require and confirm that each sub-contractor enters into an Indemnity Agreement in favor of the City, it’s elected and appointed officials, officers, employees, agents, representatives and volunteers, which is identical to this Indemnity Agreement. Notwithstanding any other portions of this Agreement, there is no waiver intended nor is the Developer or its insurers estopped from reliance upon the limitations and immunities normally inuring to the benefit of the additional insured (indemnified entity) including immunities contained within Wisconsin law, including but not limited to attorney’s feesthose found in Wisconsin Statute S. 893.80. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement This indemnity provisions shall survive the termination or expiration of the this Agreement.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereofForeFront Power agrees that the following provisions shall apply to all construction related claims. Additionally, CONTRACTOR ForeFront Power shall include the following indemnity language in the EPC Contract, substituting “ForeFront Power” for “EPC Contractor”: To the furthest extent permitted by California law, ForeFront Power shall defend, indemnify, protect, defend with counsel acceptable to the CITY, and hold CITY and CITY’s harmless the District, its trustees, members, agents, representatives, officers, employees, agentsconsultants, inspectors, and volunteers harmless and free (the “indemnified parties”) from any and all Losses (the “claims”) of any kind, liabilitiesnature, and description, directly or indirectly arising from personal or bodily injuries, death, property damage, or expenses, including attorney’s feesother cause, arising out of of, connected with, or relating to resulting from any negligent act, negligent omission, or wrongful conduct, breach connected with or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained arising from any communicable disease), related in any way to CONTRACTOR’s the performance of its services pursuant the Work. The District shall have the right to this Agreementaccept or reject any legal representation that ForeFront Power proposes to defend the District. In the event CITY and/or This indemnification, defense, and hold harmless obligation includes any failure or alleged failure by ForeFront Power to comply with any provision of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease)law, any sums paid out failure or alleged failure to timely and properly fulfill all of its obligations under the Contract in settlement or otherwisestrict accordance with their terms, and all costs incurred by them in their defensewithout limitation, any stop payment notice actions or liens, including but not limited to attorney’s feesliens by the California Department of Labor Standards Enforcement. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTORForeFront Power’s obligations under this Section hereunder are binding upon ForeFront Power’s Performance Bond surety and these obligations shall survive notwithstanding completion of the Agreement shall survive Work or the termination of the AgreementContract. In any and all claims against any of the indemnified parties by any employee of ForeFront Power, the EPC Contractor or any Subcontractor or Sub-Subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, ForeFront Power’s indemnification obligations herein shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for ForeFront Power, the EPC Contractor or any Subcontractor or Sub-Subcontractor under workers’ compensation acts, disability benefit acts, or other employee benefit acts.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR APPLICANT shall indemnify, protect, save harmless and defend with counsel acceptable to the CITY, its elected and hold CITY and CITY’s officersappointed officials, employees, agents, volunteers and volunteers harmless agents (including reimbursing the CITY for all costs and free attorneys' fees) from any and all damages, claims, liabilitiesor demands, of any kind, on account of injury to or expensesdeath of any and all persons, including attorney’s feescaused by APPLICANT or its use of the sidewalk right-of-way in this permit, arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death APPLICANT, its agents, employees, subcontractors and their successors and assigns as well as the CITY or other injury the CITY's employees, elected and appointed officials and agents, contractors and all third parties. APPLICANT shall further indemnify, save harmless and defend the CITY, as provided above, from all property damage of any kind, whether tangible or intangible, including loss of use resulting from such damage, that is sustained from occurs in connection with any communicable disease)work performed by APPLICANT or caused, related in any way to CONTRACTOR’s performance whole or in part, by the presence of APPLICANT or its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officersofficials, employees, agents, or volunteers are named in any lawsuitcontractors, subcontractors, or should any claim be made against it their property upon or any of them by lawsuit or otherwise arising out of or relating in proximity to such negligent actCITY right- of-way. Such indemnification will not extend to damages, negligent omission, wrongful conductclaims, or any lossdemands that are caused by the negligence or intentional misconduct of the CITY, damageits employees, agents or injury (including, but contractors. Such negligence shall not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s feesinclude the issuance of this Permit. XXXXXXXXXX also understands and APPLICANT agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s its obligations under this Section section extend to any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, APPLICANT, by mutual negotiation, hereby waives, as respects the Agreement CITY only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. In the event the CITY incurs any judgment, award, and/or cost arising therefrom including attorneys' fees to enforce the provisions of this article, all such fees, expenses, and costs shall survive the termination of the Agreementbe recoverable from APPLICANT.

Indemnification/Hold Harmless. As a separate Consultant shall, in addition to any other obligation to indemnify The School Board of Palm Beach County, Florida and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall indemnifyto the fullest extent permitted by law, protect, defend with counsel acceptable to the CITYdefend, indemnify and hold CITY and CITY’s harmless the School Board, its agents, officers, employees, agents, elected officials and volunteers harmless employees from and free from any and against all claims, actions, liabilities, or expenseslosses (including economic losses), including attorney’s fees, costs arising out of any actual or relating to any negligent actalleged; bodily injury, negligent omissionsickness, disease or death, or wrongful conductinjury to or destruction of tangible property including the loss of use resulting there from, or any loss, damageother damage or loss arising out of, or injury claimed to have resulted in whole or in part from any actual or alleged negligent act or omission of the Consultant, Contractor, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable in the performance of the work; or violation of law, statute, ordinance, governmental administration order, rule or regulation by Contractor in the performance of the work; or liens, claims or actions made by the Consultant or any subcontractor or other party performing the work; or claims by third parties (including, but not limited to, death Contractor’s employees or subcontractors) based upon an alleged breach by Contractor of any agreement with such third party (e.g., an employment agreement or licensing agreement), or allegation that Contractor’s provision of services to the School Board pursuant to the Contract infringes upon or misappropriates a patent, copyright, trademark, trade secret, or other injury that is sustained from proprietary right of the third party. The indemnification obligations hereunder shall not be limited to any communicable disease)limitation on the amount, related in type of damages, compensation or benefits payable by or for the Consultant of any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officerssubcontractor under workers' compensation acts; disability benefit acts, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it other employee benefit acts or any statutory bar. Consultant recognizes the broad nature of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwisethis indemnification and hold harmless article, and all costs incurred voluntarily makes this covenant for good and valuable consideration provided by them the School Board in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform support of this indemnification in accordance with the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section laws of the Agreement shall State of Florida. This article will survive the termination of the Agreementthis Contract.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 11 hereof, CONTRACTOR shall indemnify, protect, defend with counsel acceptable to the CITY, and hold CITY and CITY’s officers, employees, agents, and volunteers harmless and free from any and all claims, liabilities, or expenses, including attorney’s fees, arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury injury, including death, that is sustained from any communicable disease (including, but not limited toto any form of the coronavirus, death or other injury that is sustained anything emanating from any communicable diseaseor related to a coronavirus), related in any way to CONTRACTOR’s performance of its services pursuant to this AgreementContract. In the event CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury injury, including death, that is sustained from any communicable disease (including, but not limited toto any form of the coronavirus, death or other injury that is sustained anything emanating from any communicable diseaseor related to a coronavirus), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury injury, including death, that is sustained from any communicable disease (including, but not limited toto any form of the coronavirus, death or other injury that is sustained anything emanating from any communicable diseaseor related to a coronavirus), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement Contract because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement Contract except as otherwise expressly provided for by this AgreementContract. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this AgreementContract. The CONTRACTOR’s obligations under this Section of the Agreement Contract shall survive the termination of the AgreementContract.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall The Developer hereby agrees to indemnify, protectdefend, defend with counsel acceptable to the CITYpay on behalf of, and hold CITY harmless the City, its elected and CITY’s appointed officials, officers, employees, agents, representatives and volunteers harmless and free each of them from and against any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, or expensesinterest, including attorney’s fees, costs, and expenses of whatsoever kind or nature whether arising out before, during or after completion of work hereunder and in any manner directly or relating indirectly caused, occasioned, or contributed to in whole or in part or claimed to be caused occasioned, or contributed to in whole or in part, by reason of any negligent act, negligent omission, or wrongful conductfault, or any lossnegligence, damagewhether active or passive, of the Developer or injury (includingof anyone acting under its direction or control or on its behalf even if liability is also sought to be imposed on the City, but not limited toits elected officials and appointed officials, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, representatives and volunteers. For indemnity actions arising out of the work of a design professional, the Developer shall be required to indemnify the City to the extent the claim arisies out of the negligence, reckelessness or willful miscondict of the Developer and/or design professional. The obligation to indemnify, defend, pay on behalf of and hold harmless the City, its elected officials and appointed officials, officers, employees, agents, representatives and volunteers and each of them shall be applicable unless liability results from the sole negligence of the City, or its elected and appointed officials, officers, employees, agents, representatives and volunteers. In any and all claims against the City, it’s elected and appointed officials, officers, employees or authorized representatives or volunteers are named in by an employee of the Developer, any lawsuitsubcontractor, or should any claim be made against it or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph shall not be limited in any way by lawsuit any limitation on the amount or type of damages, compensation, or benefits payable by or for the Developer or any subcontractor under Worker’s Compensation Acts, Disability Benefits Acts, or other employee benefits acts. No provision of this Indemnification clause shall give rise to any duties not otherwise provided for by this Agreement or by operation of law. No provision of this Indemnity clause shall be construed to negate, abridge, or otherwise arising out reduce any other right or obligation of or relating indemnity that would otherwise exist as to such negligent actthe City, negligent omissionits elected and appointed officials, wrongful conductofficers, employees, agents,representatives and volunteers under this or any lossother contract. This clause is to be read in conjunction with all other indemnity provisions contained in this Agreement. Any conflict or ambiguity arising between any indemnity provisions of this Agreement shall be construed in favor of indemnified parties except when such interpretation would violate the laws of the State of Wisconsin. The Developer shall reimburse the City, damageits elected and appointed officials, or injury (includingofficers, but not limited toemployees , death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them agents ,representatives and volunteers for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all reasonable legal expenses and costs incurred by each of them in their defenseconnection therewith or in enforcing the indemnity herein provided. The Developer’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its elected and appointed officials, officers, employees or authorized representatives or volunteers. In the event that Developer employs other persons, firms, corporations or entities (sub-contractor) as part of the work covered by this Agreement, it shall be the Developer’s responsibility to require and confirm that each sub- its contractor enters into an Indemnity Agreement in favor of the City, it’s elected and appointed officials, officers, employees, agents, representatives and volunteers, which is identical to this Indemnity Agreement. Notwithstanding any other portions of this Agreement, there is no waiver intended nor is the Developer or its insurers estopped from reliance upon the limitations and immunities normally inuring to the benefit of the additional insured (indemnified entity) including immunities contained within Wisconsin law, including but not limited to those found in Wisconsin Statute S. 893.80. This indemnity provisions shall survive the termination or expiration of this Agreement. [this section is duplicative of the prior part of the section]The Developer hereby agrees to defend, pay on behalf of, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees or authorized representatives and volunteers and others working on behalf of the City against any and all suits, actions, legal or administrative proceedings, claims demands, damages, liabilities, interest, attorney’s fees, costs, and expense of whatsoever kind or nature whether arising before, during or after completion of work hereunder and in any manner directly or indirectly caused, occasioned, or contributed to in whole or in part or claimed to be caused occasioned, or contributed to in whole or in part, by reason of any act, omission, fault, or negligence, whether active or passive, of the Developer or of anyone acting under its direction or control or on its behalf in connection with or incident to the performance of this Agreement regardless if liability without fault is sought to be imposed on the City. XXXXXXXXXX also understands The Developer’s aforesaid indemnity and agrees that it is being employed hold harmless agreement shall not be applicable to perform any liability caused by the services sole fault, sole negligence, or willful misconduct of the City, or its elected and appointed officials, officers, employees or authorized representatives or volunteers. In any and all claims against the City, it’s elected and appointed officials, officers, employees or authorized representatives or volunteers by an employee of the Developer, any subcontractor, or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Developer or any subcontractor under Worker’s Compensation Acts, Disability Benefits Acts, or other employee benefits acts. No provision of this Indemnification clause shall give rise to any duties not otherwise provided for by this Agreement because or by operation of CONTRACTOR’s professed expertise law. No provision of this Indemnity clause shall be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity that would otherwise exist as to the City, its elected and experience in performing such services. In additionappointed officials, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, employees or authorized representatives or volunteers may elect under this or any other contract. This clause is to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by be read in conjunction with all other indemnity provisions contained in this Agreement. As a consequenceAny conflict or ambiguity arising between any indemnity provisions of this Agreement shall be construed in favor of indemnified parties except when such interpretation would violate the laws of the State of Wisconsin. The Developer shall reimburse the City, CONTRACTOR waives any right of contribution against CITY or any of CITY’s its elected and appointed officials, officers, employees, agents, employees or authorized representatives or volunteers arising out for any and all legal expenses and costs incurred by each of such failure them in connection therewith or in enforcing the indemnity herein provided. The Developer’s obligation to inspectindemnify shall not be restricted to insurance proceeds, reviewif any, monitorreceived by the City, its elected and appointed officials, officers, employees or supervise the work performed by CONTRACTOR pursuant to authorized representatives or volunteers. Notwithstanding any other portions of this Agreement. CONTRACTOR’s obligations under this Section , there is no waiver intended nor is the Developer or its insurers estopped from reliance upon the limitations and immunities normally inuring to the benefit of the Agreement shall survive the termination of the Agreementadditional insured (indemnified entity) including immunities contained within Wisconsin law, including but not limited to those found in Wisconsin Statute S. 893.80.

Indemnification/Hold Harmless. As a separate and independent covenant from CONTRACTOR’s 's obligations under Section 22 21 hereof, CONTRACTOR shall indemnify, protect, defend with counsel acceptable to the CITY, and hold CITY and CITY’s 's officers, employees, agents, and volunteers harmless and free from any and all claims, liabilities, or expenses, including attorney’s 's fees, arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), conduct related in any way to CONTRACTOR’s 's performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s 's officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, or wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s 's fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s 's professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s 's officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s 's officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. The CONTRACTOR’s 's obligations under this Section of the Agreement shall survive the termination of the Agreement.