Indemnification and Security Clause Samples
The Indemnification and Security clause requires one party to compensate the other for losses, damages, or liabilities arising from specific actions or breaches. Typically, this clause obligates the indemnifying party to cover legal costs, settlements, or claims resulting from their own negligence, misconduct, or failure to fulfill contractual obligations. Its core function is to allocate risk between the parties, ensuring that the party responsible for causing harm bears the financial consequences, thereby protecting the other party from unforeseen liabilities.
Indemnification and Security. The Owner on behalf of themselves, their heirs, executors, administrators, assigns and successors in title shall indemnify, defend and save harmless the City, its elected officials, officers, employees and agents from and against any and all claims of any nature, actions, causes of action, losses, expenses, fines, costs (including legal costs and investigation expenses), interest or damages of every nature and kind whatsoever, including but not limited to bodily injury, sickness, disease or death, damage to or destruction of property as a result of, or in relation to any matter arising under this Agreement, the enforcement or non-enforcement of the Owner's obligations under this Agreement, the condition or state of repair of any and all of the works carried out in accordance with this Agreement, in consequence of any breach of any warranty, representation, term, obligation or covenant of the Owner contained in this Agreement, except for the negligence or wilful misconduct of the City. The Owner hereby waives any right to and agrees that it will not commence or continue any claim, including but not limited to any Crossclaim or Third Party claim, for contribution and indemnity against the City its elected officials, officers, employees and agents in relation to any claim, demand, action or suit brought against the Owner by any person for injury, loss or damage arising from or in connection with, the enforcement or non-enforcement of this Agreement or any matter arising under this Agreement, including but not limited to any losses in relation to the design, installation, use, maintenance or repair by the Owner of the works and facilities contemplated in this Agreement, except for the negligence or wilful misconduct of the City. This indemnity shall be in addition to and not in lieu of any insurance to be provided by the Owner in accordance with this Agreement, and shall survive this Agreement. The Owner shall provide and maintain the following insurance coverage throughout the term of this Agreement and any renewal thereof:
Indemnification and Security. (1) The Owner shall and does hereby indemnify and save harmless the City and its agents and employees from all damages, actions, causes of actions, suits, claims and demands whatsoever which may arise directly or indirectly by reason of the installation of the Public Works within the Land by the Owner, including, without limitation, damages to existing municipal infrastructure, and the costs to rectify deficiencies and eliminate any nuisances (including the clean-up of existing roads).
(2) Prior to commencing any work hereunder, the Owner agrees to provide the City with security in the amount of 50% of the estimate of total cost of engineering works in accordance with the proposed works identified for pre- servicing and outlined in the engineering drawing set listed in Schedule “A” attached and as per Schedule “B” attached (“the Deposit”) to secure and guarantee its obligations under this Agreement. For this purpose, the decision of the Director of Engineering and Corporate Assets, as to whether damage has been done, or whether rectification or cleanup is required as a result of the installation of the Works, shall be final and binding. The City shall be entitled to draw upon the said security for the above purposes at any time.
(3) The Owner shall insure against all damages or claims for damage with an insurance company satisfactory to the Insurance Risk Management Coordinator. Such policy (or policies) shall be provided to the City prior to the execution of this Agreement and be issued in the joint names of the Owner and the City, and the form and content shall be subject to the approval of the Manager of Financial Services. The insurance policy shall remain in the custody of the City during the life of this Agreement. The minimum limit of such policy shall be $5,000,000.00 all inclusive, but the City shall have the right to set higher amounts.
(4) Upon completion of the installation of works and the execution of a Subdivision Agreement, the Owner on behalf of themselves, their heirs, executors, administrators, assigns and successors in title, hereby covenant to indemnify and save harmless the said City from all actions, causes of actions, suits, claims and demands whatsoever which may arise either directly or indirectly by reason of the installation of any works permitted under this agreement, or the failure of the Owner to complete the contemplated installation.
Indemnification and Security