Common use of Defense & Indemnity Agreement Clause in Contracts

Defense & Indemnity Agreement. To the fullest extent permitted by law, the Contractor agrees to indemnify, defend and hold the County and its departments, elected and appointed officials, agents, and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney’s fees and alternative dispute resolution costs which 1) are caused in whole or in part by any act or omission, negligent or otherwise, of the Contractor, its employees, agents or volunteers, and/or Contractor’s subcontractors and their employees, agents or volunteers; or 2) are directly or indirectly arising out of, resulting from or in connection with performance of this Agreement; or 3) are based upon the Contractor’s or its subcontractors’ use of, presence upon or proximity to the property of the County. Contractor’s indemnity obligations shall extend to, but shall not be limited to, claims for any personal injury, for any bodily injury, sickness, disease or death and for any damage to or destruction of any property (including the loss of use resulting therefrom). This indemnification obligation of the Contractor shall not apply if the claim, damage, loss or expense is caused by the sole negligence of the County. In the event of the concurrent negligence of the Contractor, its subcontractors, employees or agents, and the County, its employees or agents, this indemnification obligation of the Contractor shall be valid and enforceable only to the extent of the negligence of the Contractor, its subcontractors, employees and agents. This indemnification obligation shall not be limited in any way by the Washington State Industrial Insurance Act, RCW Title 51, or by application of any other workmen’s compensation act, disability benefit act or other employee benefit act, and the Contractor hereby expressly waives any immunity afforded by such acts. The foregoing indemnification obligations of the Contractor are a material inducement to County to enter into this Agreement, are reflected in the Contractor’s compensation, and have been mutually negotiated by the Parties.

Defense & Indemnity Agreement. To the fullest extent permitted by law, the Contractor A/E agrees to indemnify, defend and hold the County and its departments, elected and appointed officials, agents, and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney’s fees and alternative dispute resolution costs costs, which 1) are caused in whole or in part by any negligent act or omission, negligent or otherwise, of the ContractorA/E, its employees, agents or volunteers, and/or Contractor’s subcontractors or A/E’ sub consultants and their employees, agents or volunteers; or 2) are directly or indirectly arising out of, resulting from or in connection with negligent performance of this Agreement; or 3) are based upon the ContractorA/E’s or its subcontractors’ sub consultants negligent use of, presence upon or proximity to the property of the County. ContractorA/E’s indemnity obligations shall extend to, but shall not be limited to, claims for any personal injury, for any bodily injury, sickness, disease or death and for any damage to or destruction of any property (including the loss of use resulting therefrom). This indemnification obligation of the Contractor A/E shall not apply if to the extent the claim, damage, loss or expense is caused by the sole negligence of the County. In the event of the concurrent negligence of the ContractorA/E, its subcontractors, employees or agents, and the County, its employees or agents, then this indemnification obligation of the Contractor A/E shall be valid and enforceable only to the extent of the negligence of the ContractorA/E, its subcontractors, employees and agents. This indemnification obligation shall not be limited in any way by the employer immunity provisions of the Washington State Industrial Insurance Act, RCW Title 51, or by application of any other workmen’s compensation act, disability benefit act or other employee benefit act, and the Contractor A/E hereby expressly waives any employer immunity afforded by such acts. The foregoing indemnification obligations of the Contractor are a material inducement to County to enter into this Agreement, are reflected in the ContractorA/E’s compensation, and have been mutually negotiated by the Parties. Participation by County – No Waiver; Survival of A/E Indemnity Obligations; Indemnity by Subcontractors: The County reserves the right, but not the obligation, to participate in the defense of any claim, damages, losses or expenses and any such participation shall not constitute a waiver of A/E’s indemnity obligations under this Agreement. The A/E agrees all A/E’s indemnity obligations shall survive the completion, expiration or termination of this Agreement. In the event the A/E enters into subcontracts to the extent allowed under this Agreement, the A/E’s subcontractors shall indemnify the County on a basis equal to or exceeding A/E’s indemnity obligations to the County.