Common use of HOLD HARMLESS/INDEMNIFICATION Clause in Contracts

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

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

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

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

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

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

HOLD HARMLESS/INDEMNIFICATION. Service Provider OWNER shall indemnify and hold 10 harmless the County of Riverside, its agenciesAgencies, districtsDistricts, special districts, Special Districts and departmentsDepartments, their 11 respective directors, officers, Board of Supervisors, elected and appointed officials, employees, 12 agents and representatives (individually and collectively hereinafter referred to as “County Indemnitees”) 13 from any liability, action, claim, or damage liability whatsoever, based or asserted upon any services of Service ProviderOWNER, its officers, 14 employees, subcontractors, agents or representatives, representatives arising out of or in any way relating to this 15 Agreement, including but not limited to property damage, bodily injury, or death or any other 16 element of any kind or nature. Service Provider shall defend nature whatsoever arising from the performance of OWNER, its officers, 17 employees, subcontractors, agents or representatives Indemnitors from this Agreement , except in 18 the event of gross negligence or willful misconduct of the Indemnitees; provided, however, any 19 gross negligence or willful misconduct of the Indemnitees will only affect OWNER’s duty to 20 indemnify for the specific act found to be gross negligence or willful misconduct, and will not 21 preclude a duty to indemnify for any act or omission of OWNER. OWNER shall defend, at its sole expense including 22 expense, all costs and fees (including, but not limited tolimited, to attorney fees, cost of investigation, defense 23 and settlements or awards) , the Indemnitees in any claim or action based upon such acts, omissions alleged acts or services24 omissions. With respect to any action or claim subject to indemnification herein by Service Provider, Service Provider OWNER shall, 25 at its their sole cost, have the right to use counsel of its their own choice and shall have the right to adjust, 26 settle, or compromise any such action or claim without the prior consent of RCOoACOUNTY; provided, 27 however, that any such adjustment, settlement or compromise in no manner whatsoever limits or 1 circumscribes Service ProviderOWNER’s indemnification to County Indemnitees as set forth herein. Service ProviderOWNER’s obligation 2 hereunder shall be satisfied when Service Provider OWNER has provided to RCOoA COUNTY the appropriate form of 3 dismissal relieving RCOoA COUNTY from any liability for the action or claim involved. The specified 4 insurance limits required in this Agreement shall in no way limit or circumscribe Service ProviderOWNER’s 5 obligations to indemnify and hold harmless County the Indemnitees herein from third party claims.. In the 7 be interpreted to comply with Civil Code 2782. Such interpretation shall not relieve OWNER from 8 indemnifying the Indemnitees to the fullest extent allowed by law. The indemnification set forth 9 in this paragraph 14 shall survive the expiration and earlier termination of this Covenant

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

HOLD HARMLESS/INDEMNIFICATION. Service Provider 4.1 CONTRACTOR shall indemnify and hold harmless the County of RiversideBEAUMONT, its agencies, districts, special districts, and departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as “County IndemniteesIndemnities”) from any liability, action, claim, or damage liability whatsoever, based or asserted upon any services act or omission of Service ProviderCONTRACTOR, its officers, employees, subcontractors, agents or representatives, representatives arising out of or in any way relating to or connected with this Agreement, including but not limited to property damage, bodily injury, or death or any other element of damage of any kind or naturenature whatsoever arising from the performance of CONTRACTOR, its officers, employees, agents or representatives from this Agreement. Service Provider CONTRACTOR shall defend the Indemnitees Indemnities, at its sole expense including expense, all costs and fees (including, but not limited to, attorney attorney’s fees, costs, expenses, cost of investigation, defense and settlements or awards) , in any claim or action based upon such acts, omissions alleged acts or servicesomissions. With respect to any other action or claim subject to indemnification herein by Service ProviderCONTRACTOR, Service Provider CONTRACTOR shall, at its sole costexpense, have the right to use counsel of its own choice choice, with Indemnities’ reasonable approval, which approval shall not unreasonably be withheld, and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of RCOoABEAUMONT; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Service ProviderCONTRACTOR’s indemnification duty to County Indemnitees indemnify Indemnities, as set forth fourth herein. Service Provider. 4.2 CONTRACTOR’s obligation obligations hereunder shall be satisfied when Service Provider CONTRACTOR has provided to RCOoA BEAUMONT the appropriate form of dismissal or satisfaction of judgment relieving RCOoA BEAUMONT from any liability for the action or claim involved. . 4.3 Nothing in the provisions of this Agreement is intended to create duties or obligations to, or rights in, third parties not party to this Agreement, or affect the legal liability of either Party to this Agreement by imposing any standard of care different from the standard of care applicable to either Party under California law respecting the regulation and enforcement of laws regarding animals. 4.4 The specified insurance limits required in this Agreement shall in no way limit or circumscribe Service ProviderCONTRACTOR’s obligations to indemnify and hold harmless County Indemnitees the Indemnities herein from third party Party claims. 4.5 In the event there is a conflict between this clause and California Civil Code section 2782, this clause shall be interpreted to comply with Civil Code section 2782. Such interpretation shall not relieve CONTRACTOR from Indemnities to the fullest extent allowed by law.

HOLD HARMLESS/INDEMNIFICATION. Service Provider 15 5.1 CONTRACTOR shall indemnify and hold harmless the County of RiversideLAFCO, its agenciesCommissioners, districts, special districts, and departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, 16 employees, agents and representatives (individually and collectively hereinafter referred to as “County Indemnitees”) from any liability, action, claim, or damage liability whatsoever, based or 17 asserted upon any services of Service ProviderCONTRACTOR, its officers, employees, 18 subcontractors, agents or representatives, representatives arising out of or in any way relating to this 19 Agreement, including but not limited to property damage, bodily injury, or death or 20 any other element of any kind or nature. Service Provider nature whatsoever and resulting from any reason 21 whatsoever arising from the performance of CONTRACTOR, its officers, agents, 22 employees, subcontractors, agents or representatives from this Agreement; 23 CONTRACTOR shall defend the Indemnitees defend, at its sole expense including expense, all costs and fees (including, including but not 24 limited to, to attorney fees, cost of investigation, defense and settlements or awards) awards all 25 Indemnitees in any claim or action based upon such acts, omissions alleged acts or services. omissions. 26 5.2 With respect to any action or claim subject to indemnification herein by Service Provider27 CONTRACTOR, Service Provider CONTRACTOR shall, at its their sole cost, have the right to use 28 counsel of its their own choice and shall have the right to adjust, settle, or compromise ▇ ▇▇▇▇▇ 1 any such action or claim without the prior consent of RCOoALAFCO; provided, however, 2 that any such adjustment, settlement or compromise in no manner whatsoever limits 3 or circumscribes Service Provider’s CONTRACTOR’S indemnification to County Indemnitees LAFCO or COUNTY as set 4 forth herein. Service Provider’s CONTRACTOR’S obligation to defend, indemnify and hold harmless 5 LAFCO or COUNTY shall be subject to LAFCO or COUNTY having given 6 CONTRACTOR written notice within a reasonable period of time of the claim or 7 the commencement of the related action, as the case may be, and information and 8 reasonable assistance, at the CONTRACTOR’S expense, for the defense or 9 settlement thereof. CONTRACTOR’S obligation hereunder shall be satisfied when Service Provider 10 CONTRACTOR has provided to RCOoA LAFCO or COUNTY the appropriate form of 11 dismissal relieving RCOoA LAFCO or COUNTY from any liability for the action or claim 12 involved. Section 5 shall survive the termination of this Agreement. 13 5.3 The specified insurance limits required in this the Agreement shall in no way limit or 14 circumscribe Service Provider’s CONTRACTOR’S obligations to indemnify and hold harmless County Indemnitees 15 LAFCO and COUNTY herein from third party claims.

HOLD HARMLESS/INDEMNIFICATION. Service Provider shall indemnify and a. To the extent permitted by law, ▇▇▇▇▇▇ agrees to protect, defend, hold harmless the County of Riversideand indemnify Lessor , its agencies, districts, special districts, and departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as “County Indemnitees”) from any liability, action, claim, or damage whatsoever, based or asserted upon any services of Service Provider, its Lessor officers, employees, subcontractorsvolunteers and agents from and against any claim, agents injury, liability, loss, cost, and/or expense or representativesdamage, including all costs and reasonable attorney’s fees in providing a defense to any claim arising out of therefrom, for which Lessor shall become liable arising from Lessee’s negligent, reckless or wrongful acts, errors, or omissions with respect to or in any way connected with the Services performed by Lessee pursuant to this Agreement. ▇. ▇▇▇▇▇▇ shall not be liable to Lessee for damage caused to the FOI by independent third parties not under contract with Lessor that are engaged in construction or other business operations which damage the FOI. Lessor shall respond and repair any damage to the FOI caused by such third party as if it were an Emergency Repair under Article 6.5. ▇. ▇▇▇▇▇▇ shall not be liable to Lessee for any fines, penalties, claims or damages stemming from the interruption of, or interference with ▇▇▇▇▇▇’s Infrastructure. Lessor shall not be liable for incidental, punitive, exemplary, special, indirect or consequential damages, or lost profits, arising under or relating to this Agreement, including but . Lessee shall be responsible for compliance with Nevada’s presentment statute for any claims arising under this Agreement. Lessor shall not limited be liable for discretionary or governmental acts. Nothing in the preceding sentence shall be construed to property damage, bodily injury, limit the Lessor sovereign immunity or death or ▇▇▇▇▇▇’s indemnity obligations under this Agreement. d. Notwithstanding any other element of provision contained herein and without limiting any kind or nature. Service Provider shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited to, attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions or services. With respect to any action or claim subject to indemnification herein by Service Provider, Service Provider shall, at its sole cost, have the right to use counsel of its own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of RCOoA; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Service Provider’s indemnification to County Indemnitees as set forth herein. Service Provider’s obligation hereunder shall be satisfied when Service Provider has provided to RCOoA the appropriate form of dismissal relieving RCOoA from any liability for the action or claim involved. The specified insurance limits required other restriction on damages contained in this Agreement, in the event of a breach of this Agreement by the Lessor , ▇▇▇▇▇▇’s total damages shall in no way limit or circumscribe Service Provider’s obligations not exceed the amount of all Lease Payments tendered by Lessee to indemnify the Lessor during the Term and hold harmless County Indemnitees herein from third party claimsany extension hereof.

HOLD HARMLESS/INDEMNIFICATION. Service Provider Commented [EF13]: The indemnity provision only works one way. They will not indemnify RAP from any liability. Commented [EF12]: RAP indemnifies the Country. You may choose counsel but you pay for counsel. 21.1 CONTRACTOR shall indemnify and hold harmless the County of Riverside, its agenciesAgencies, districtsDistricts, special districts, Special Districts and departmentsDepartments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as “County Indemnitees”) from any liability, action, claim, claim or damage whatsoever, based or asserted upon any services of Service ProviderCONTRACTOR, its officers, employees, subcontractors, agents or representatives, representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. Service Provider CONTRACTOR shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited tolimited, to attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions or services. . 21.2 With respect to any action or claim subject to indemnification herein by Service ProviderCONTRACTOR, Service Provider CONTRACTOR shall, at its their sole cost, have the right to use counsel of its their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of RCOoACOUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Service Provider’s CONTRACTOR indemnification to County Indemnitees as set forth herein. Service Provider’s . 21.3 CONTRACTOR’S obligation hereunder shall be satisfied when Service Provider CONTRACTOR has provided to RCOoA COUNTY the appropriate form of dismissal relieving RCOoA COUNTY from any liability for the action or claim involved. . 21.4 The specified insurance limits required in this Agreement shall in no way limit or circumscribe Service Provider’s CONTRACTOR’S obligations to indemnify and hold harmless County the Indemnitees herein from third party claims.

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

HOLD HARMLESS/INDEMNIFICATION. Service Provider 4.1 CONTRACTOR shall defend, indemnify and hold harmless the County of Riverside▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, its agencies, districts, special districts, and departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as “County IndemniteesIndemnities”) from any liability, action, claim, or damage liability whatsoever, based or asserted upon any services act or omission of Service ProviderCONTRACTOR, its officers, employees, subcontractors, agents or representatives, representatives arising out of or in any way relating to or connected with this Agreement, including but not limited to property damage, bodily injury, or death or any other element of damage of any kind or naturenature whatsoever arising from the performance of CONTRACTOR, its officers, employees, agents or representatives from this Agreement. Service Provider CONTRACTOR shall defend the Indemnitees Indemnities, at its sole expense including expense, all costs and fees (including, but not limited to, attorney attorney’s fees, costs, expenses, cost of investigation, defense and settlements or awards) , in any claim or action based upon such acts, omissions alleged acts or servicesomissions. With respect to any other action or claim subject to indemnification herein by Service ProviderCONTRACTOR, Service Provider CONTRACTOR shall, at its sole costexpense, have the right to use counsel of its own choice choice, with Indemnities’ reasonable approval, which approval shall not unreasonably be withheld, and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of RCOoABEAUMONT; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Service ProviderCONTRACTOR’s indemnification duty to County Indemnitees indemnify Indemnities, as set forth fourth herein. Service Provider. 4.2 CONTRACTOR’s obligation obligations hereunder shall be satisfied when Service Provider CONTRACTOR has provided to RCOoA BEAUMONT the appropriate form of dismissal or satisfaction of judgment relieving RCOoA BEAUMONT from any liability for the action or claim involved. . 4.3 Nothing in the provisions of this Agreement is intended to create duties or obligations to, or rights in, third parties not party to this Agreement, or affect the legal liability of either Party to this Agreement by imposing any standard of care different from the standard of care applicable to either Party under California law respecting the regulation and enforcement of laws regarding animals. 4.4 The specified insurance limits required in this Agreement shall in no way limit or circumscribe Service ProviderCONTRACTOR’s obligations to indemnify and hold harmless County Indemnitees the Indemnities herein from third party Party claims. 4.5 In the event there is a conflict between this clause and California Civil Code section 2782, this clause shall be interpreted to comply with Civil Code section 2782. Such interpretation shall not relieve CONTRACTOR from Indemnities to the fullest extent allowed by law.

HOLD HARMLESS/INDEMNIFICATION. Service Provider 8 21.1 CONTRACTOR shall indemnify and hold harmless Community Action 9 Partnership Riverside, the County of Riverside, its agenciesAgencies, districtsDistricts, special districts, Special Districts 10 and departmentsDepartments, their respective directors, officers, Board of Supervisors, elected and 11 appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as collectively, “County IndemniteesIndemnified 12 Parties”) from any liability, action, claim, damage or damage action whatsoever, based or asserted upon 13 any services act or omission of Service ProviderCONTRACTOR, its officers, employees, subcontractors, agents 14 or representatives, representatives arising out of or in any way relating to this Agreement, including but 15 not limited to property damage, bodily injury, or death or any other element of any kind or naturedeath. Service Provider CONTRACTOR shall defend the Indemnitees defend, at 16 its sole expense cost and expense, including all costs and fees (including, but not limited to, to attorney fees, cost of investigation, 17 defense and settlements or awards) , the Community Action Partnership - Riverside, the 18 County of Riverside, its respective Agencies, Districts, Special Districts and 19 Departments, their respective directors, officers, Board of Supervisors, Board of 20 Commissioners, elected and appointed officials, employees, agents and representatives 21 in any claim such action or action based upon such acts, omissions or services. claim. 22 21.2 With respect to any action or claim subject to indemnification herein by Service Provider23 CONTRACTOR, Service Provider CONTRACTOR shall, at its sole cost, have the right to use counsel of 24 its own choice and shall have the right to adjust, settle, or compromise any such action 25 or claim without the prior consent of RCOoACAP; provided, however, that any such adjustment, 26 settlement or compromise in no manner whatsoever limits or circumscribes Service Provider’s 27 CONTRACTOR’S indemnification to County Indemnitees as set forth hereinof CAP and the Indemnified Parties. Service Provider’s obligation 28 1 21.3 CONTRACTOR’S obligations hereunder shall be satisfied when Service Provider 2 CONTRACTOR has provided to RCOoA CAP the appropriate form of dismissal (or similar 3 document) relieving RCOoA CAP from any liability for the action or claim involved. . 4 21.4 The specified insurance limits required in this Agreement shall in no way 5 limit or circumscribe Service Provider’s CONTRACTOR’S obligations to indemnify and hold harmless County Indemnitees herein from third party claims.CAP

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

HOLD HARMLESS/INDEMNIFICATION. Service Provider 5.1 CONTRACTOR shall indemnify and hold harmless the County of RiversideLAFCO, its agencies, districts, special districts, and departments, their respective directors, officers, Board of Supervisors, elected and appointed officialsCommissioners, employees, agents and representatives (individually and collectively hereinafter referred to as “County Indemnitees”) from any liability, action, claim, or damage liability whatsoever, based or asserted upon any services of Service ProviderCONTRACTOR, its officers, employees, subcontractors, agents or representatives, representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. Service Provider nature whatsoever and resulting from any reason whatsoever arising from the performance of CONTRACTOR, its officers, agents, employees, subcontractors, agents or representatives from this Agreement; CONTRACTOR shall defend the Indemnitees defend, at its sole expense including expense, all costs and fees (including, including but not limited to, to attorney fees, cost of investigation, defense and settlements or awards) awards all Indemnitees in any claim or action based upon such acts, omissions alleged acts or servicesomissions. 3 ▇▇▇▇▇ 1 5.2 With respect to any action or claim subject to indemnification herein by Service Provider2 CONTRACTOR, Service Provider CONTRACTOR shall, at its their sole cost, have the right to use 3 counsel of its their own choice and shall have the right to adjust, settle, or compromise 4 any such action or claim without the prior consent of RCOoALAFCO; provided, however, 5 that any such adjustment, settlement or compromise in no manner whatsoever limits 6 or circumscribes Service Provider’s CONTRACTOR’S indemnification to County Indemnitees LAFCO or COUNTY as set 7 forth herein. Service Provider’s CONTRACTOR’S obligation to defend, indemnify and hold harmless 8 LAFCO or COUNTY shall be subject to LAFCO or COUNTY having given 9 CONTRACTOR written notice within a reasonable period of time of the claim or 10 the commencement of the related action, as the case may be, and information and 11 reasonable assistance, at the CONTRACTOR’S expense, for the defense or 12 settlement thereof. CONTRACTOR’S obligation hereunder shall be satisfied when Service Provider 13 CONTRACTOR has provided to RCOoA LAFCO or COUNTY the appropriate form of 14 dismissal relieving RCOoA LAFCO or COUNTY from any liability for the action or claim 15 involved. The specified insurance limits required in Section 5 shall survive the termination of this Agreement shall in no way limit or circumscribe Service Provider’s obligations to indemnify and hold harmless County Indemnitees herein from third party claimsAgreement.

HOLD HARMLESS/INDEMNIFICATION. Service Provider shall 10 A. Contractor agrees to indemnify and hold harmless the County County, all Agencies, Districts, Special 11 Districts and Departments of Riverside, its agencies, districts, special districts, and departmentsCounty, their respective directors, officers, Board of Supervisors, 12 elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as “County Indemnitees”) from any liability, action, claim, or damage liability 13 whatsoever, based or asserted upon any services of Service ProviderContractor, its officers, employees, 14 subcontractors, agents or representatives, representatives arising out of or in any way relating to this AgreementAddendum, 15 including but not limited to property damage, bodily injury, or death death, or any other element of any 16 kind or naturenature whatsoever arising from the performance of Contractor, its officers, agents, 17 employees, subcontractors, agents or representatives from this Addendum. Service Provider Contractor shall defend the Indemnitees 18 defend, at its sole expense including expense, all costs and fees (includingfees, including but not limited to, to attorney fees, cost of 19 investigation, defense and settlements or awards) , of County, all Agencies, Districts, Special 20 Districts and Departments of County, their respective directors, officers, Board of Supervisors, 21 elected and appointed officials, employees, agents or representatives in any claim or action based 22 upon such acts, omissions alleged acts or services. omissions. 23 B. With respect to any action or claim subject to indemnification herein by Service ProviderContractor, Service Provider Contractor 24 shall, at its their sole cost, have the right to use counsel of its own choice their choice, subject to the approval of 25 County, which shall not be unreasonably withheld, and shall have the right to adjust, settle, or 26 compromise any such action or claim without the prior consent of RCOoACounty; provided, however, 27 that any such adjustment, settlement or compromise in no manner whatsoever limits or 28 circumscribes Service ProviderContractor’s indemnification to County Indemnitees as set forth herein. Service ProviderContractor’s 29 obligation to defend, indemnify and hold harmless County shall be subject to County having 30 given Contractor written notice within a reasonable period of time of the claim or of the 31 commencement of the related action, as the case may be, and information and reasonable 32 assistance, at Contractor’s expense, for the defense or settlement thereof. Contractor’s obligation 33 hereunder shall be satisfied when Service Provider Contractor has provided to RCOoA County the appropriate form of 34 dismissal relieving RCOoA County from any liability for the action or claim involved. . 35 C. The specified insurance limits required in the Underlying Agreement of this Agreement Addendum shall in 36 no way limit or circumscribe Service ProviderContractor’s obligations to indemnify and hold harmless County Indemnitees 37 herein from third party claimsclaims arising from issues of this Addendum. 38 D. In the event there is conflict between this clause and California Civil Code §2782, this clause 39 shall be interpreted to comply with Civil Code §2782. Such interpretation shall not relieve the 40 Contractor from indemnifying County to the fullest extent allowed by law. 41 E. In the event there is a conflict between this indemnification clause and an indemnification clause 42 contained in the Underlying Agreement of this Addendum, this indemnification shall only apply 43 to the subject issues included within this Addendum.

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

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

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

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

HOLD HARMLESS/INDEMNIFICATION. Service Provider 20.1 CONTRACTOR shall indemnify indemnify, defend (with Counsel reasonably approved by the COUNTY), and hold harmless the County of RiversideCOUNTY, its agenciesAgencies, districtsDistricts, special districts, Special Districts and departmentsDepartments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as “County Indemnitees”) from any liability, action, claim, claim or damage whatsoever, based or asserted upon any services of Service ProviderCONTRACTOR, its officers, employees, subcontractors, agents or representatives, representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. Service Provider CONTRACTOR shall defend the Indemnitees defend, at its sole expense including expense, all costs costs, and fees (including, but not limited tolimited, attorney to attorney’s fees, cost of investigation, defense and settlements or awards) , the Indemnitees in any claim or action based upon such acts, omissions alleged acts or servicesomissions. With respect to any action or claim subject to indemnification herein by Service Provider, Service Provider shall, at its sole cost, have the right to use counsel of its own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of RCOoA; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Service ProviderCONTRACTOR’s indemnification obligation applies to County COUNTY’s “active” as well as “passive” negligence, but CONTRACTOR shall not be liable or responsible for the “sole negligence” or “willful misconduct” of COUNTY and/or its Indemnitees as set forth herein. Service Provider’s within the meaning of Civil Code Section 2782. 20.2 CONTRACTOR’S obligation hereunder shall be satisfied when Service Provider CONTRACTOR has provided to RCOoA COUNTY the appropriate form of dismissal relieving RCOoA COUNTY from any liability for the action or claim involved. . 20.3 The specified insurance limits required in this Agreement shall in no way limit or circumscribe Service Provider’s CONTRACTOR’S obligations to indemnify and hold harmless County the Indemnitees herein from third party claims. 20.4 CONTRACTOR warrants that it has authority to grant COUNTY licenses to use the Licensed Software described in this Agreement and that the Licensed Software does not infringe upon or violate any United States patent, copyright, trade secret, trademark or any other proprietary right of any third party. The foregoing notwithstanding, CONTRACTOR shall have no liability for: (i) the combination, operation, or use of any Licensed Materials with equipment, devices, or software not supplied by CONTRACTOR if such claim would not be valid but for such combination, operation, or use; (ii) modification of any Licensed Materials other than by or on behalf of CONTRACTOR; or (iii) COUNTY's use of the Licensed Materials after CONTRACTOR has informed COUNTY of modifications or changes in the Licensed Materials required to avoid such claims if such claim would have been avoided by implementation of CONTRACTOR's recommended modifications and CONTRACTOR has offered to pay COUNTY's out-of-pocket costs of implementing any such modifications.

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

HOLD HARMLESS/INDEMNIFICATION. Service Provider To the fullest extent permitted by law, Contractor shall defend, indemnify and hold harmless the County of Riverside, its agencies, districts, special districtsSan Diego Community College District, and departments, their respective directors, officers, Board of Supervisors, elected and appointed its officials, employeesagents, agents volunteers and representatives employees (individually and collectively hereinafter referred to as “County Indemniteesindemnified parties”) from any liabilityand against claims, actiondamages, losses and expenses, including but not limited to attorney fees, arising out of Contractor’s performance under this contract, regardless of whether such claim, damage, loss or damage whatsoeverexpense is caused in part by an indemnified party. This includes, based but is not limited to, claims, damages, losses and expenses arising from injury to, loss of, theft of or asserted upon unauthorized access to personally identifiable information or documents containing such information, as most broadly defined under state or federal law; or any services actual or alleged failure to comply with any provision of Service Providerlaw. However, its officersContractor shall not be obligated to indemnify an indemnified party for liability due to willful misconduct, employeesgross negligence, subcontractors, agents or representativessole negligence for which that indemnified party is legally responsible, arising out of or in any way relating to this Purchase Order or Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or naturedeath. Service Provider Contractor shall defend the Indemnitees defend, at its sole expense cost and expense, including all costs and fees (including, but not limited to, to attorney fees, cost of investigation, defense and settlements or awards) , the San Diego Community College District, Departments, their respective directors, officers, Board of Trustees, employees, agents and representatives in any claim such action or action based upon such acts, omissions or servicesclaim. With respect to any action or claim subject to indemnification herein by Service ProviderContractor, Service Provider Contractor shall, at its sole cost, have the right to use counsel of its own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of RCOoAthe District; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Service Provider’s Contractor's indemnification to County Indemnitees as set forth hereinof the District. Service Provider’s obligation Contractor's obligations hereunder shall be satisfied when Service Provider Contractor has provided to RCOoA the District the appropriate form of dismissal (or similar document) relieving RCOoA the District from any liability for the action or claim involved. The specified insurance limits required in this Purchase Order or Agreement shall in no way limit or circumscribe Service Provider’s Contractor's obligations to indemnify and hold harmless County Indemnitees herein from third party claimsthe District. However, Contractor shall, if requested by the San Diego Community College District, defend using counsel approved by the District in its sole discretion. 4.1 Contractor's indemnification obligations shall also apply to any action or claim regarding actual or alleged intellectual property infringement related to any material or product provided to the District pursuant to this Purchase Order or Agreement. In the event of any such action or claim, Contractor shall provide immediate notice to the District of the action or claim. Contractor may defend or settle the action or claim as Contractor deems appropriate; however, Contractor shall be required to obtain for the District the right to continue to use the material or product (or a similar non-infringing material or product with the same function) on terms identical to those stated in this Purchase Order or Agreement.

HOLD HARMLESS/INDEMNIFICATION. Service Provider 12 20.1 RAP FOUNDATION shall indemnify and hold harmless the County of Riverside, its agencies13 Agencies, districtsDistricts, special districtsSpecial Districts and Departments, their respective directors, officers, Board 14 of Supervisors, elected and departmentsappointed officials, employees, agents and representatives from any liability, claim, damage or action whatsoever, based or asserted upon any act or omission of RAP FOUNDATION, its officers, employees, subcontractors, agents or representatives arising out of 18 or in any way relating to this Agreement, including but not limited to property damage, bodily 19 injury, or death. RAP FOUNDATION shall defend, at its sole cost and expense, including but not 20 limited to attorney fees, cost of investigation, defense and settlements or awards, the County of Riverside, its Agencies, Districts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and 24 representatives (individually and collectively hereinafter referred to as “County Indemnitees”) from any liability, action, claim, or damage whatsoever, based or asserted upon any services of Service Provider, its officers, employees, subcontractors, agents or representatives, arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, such action or death or any other element of any kind or nature. Service Provider shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited to, attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions or servicesclaim. With respect to any action or claim subject to 25 indemnification herein by Service ProviderRAP FOUNDATION, Service Provider RAP FOUNDATION shall, at its sole cost, have 26 the right to use counsel of its own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of RCOoACOUNTY; provided, however, that any such 1 adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Service Provider’s RAP 2 FOUNDATION's indemnification to County Indemnitees as set forth hereinof COUNTY. Service Provider’s obligation RAP FOUNDATION's obligations hereunder shall be satisfied when Service Provider RAP FOUNDATION has provided to RCOoA COUNTY the appropriate form of dismissal (or similar document) relieving RCOoA the COUNTY from any liability for the action or claim involved. The specified insurance limits required in this Agreement shall in no way limit or circumscribe Service Provider’s obligations to indemnify and hold harmless County Indemnitees herein from third party claims.claim