RFP 19-500523
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effective date of termination as determined by the County. Neither party shall be entitled to
recover lost profits, special, consequential or punitive damages, attorney’s fees or costs from
the other party to this Contract for any reason whatsoever. This Contract shall not be deemed
to provide any third-party with any remedy, claim, right of action, or other right. The parties’
obligations pursuant to this Section shall survive any acceptance of Work, or termination or
expiration of this Contract.
H. Indemnification Agreement The Contractor shall be responsible from the execution
date or from the time of the beginning of the Work, whichever shall be the earlier, for all injury
or damage of any kind resulting from the Work, to persons or property, including employees
and property of the County. The Contractor shall exonerate, indemnify, and save harmless the
County, its elected officials, officers, employees, agents and servants, hereinafter collectively
referred to in this Section as “the County Indemnitees,” from and against all claims or actions
based upon or arising out of any damage or injury (including without limitation any injury or
death to persons and any damage to property) caused by or sustained in connection with the
performance of this Contract or by conditions created thereby or arising out of or any way
connected with Work performed under this Contract, as well as all expenses incidental to the
defense of any such claims, litigation, and actions. Furthermore, Contractor shall assume and
pay for, without cost to the County Indemnitees, the defense of any and all claims, litigation,
and actions suffered through any act or omission of the Contractor, or any Subcontractor, or
anyone directly or indirectly employed by or under the supervision of any of them.
Notwithstanding any language or provision in this Contract, Contractor shall not be required
to indemnify any County Indemnitee against claims, actions, or expenses based upon or arising
out of the County Indemnitee’s sole negligence. As between the County Indemnitees and the
Contractor as the other party, the Contractor shall assume responsibility and liability for any
damage, loss, or injury, including death, of any kind or nature whatever to person or property,
resulting from any kind of claim made by Contractor’s employees, agents, vendors, Suppliers
or Subcontractors caused by or resulting from the performance of Work under this Contract,
or caused by or resulting from any error, omission, or the negligent or intentional act of the
Contractor, vendors, Suppliers, or Subcontractors, or any of their officers, agents, servants, or
employees. The Contractor shall defend, indemnify, and hold harmless the County Indemnitees
from and against any and all claims, loss, damage, charge, or expense to which they or any of
them may be put or subjected by reason of any such damage, loss, or injury. The Contractor
expressly agrees to provide a full and complete defense against any claims brought or actions
filed against the County Indemnitees, where such claim or action involves, in whole or in part,
the subject of the indemnity contained in this Contract, whether such claims or actions are
rightfully or wrongfully brought or filed. The County has the sole discretion to choose the
counsel who will provide the defense. No provision of this Contract and nothing herein shall
be construed as creating any individual or personal liability on the part of any elected official,
officer, employee, agent or servant of the County, nor shall the Contract be construed as giving
any rights or benefits hereunder to anyone other than the parties to this Contract. The parties’
obligations pursuant to this Section shall survive any acceptance of Work, or termination or
expiration of this Contract.
I. Insurance Prior to commencing work, Contractor shall, at its sole expense, procure and
maintain insurance of the types and in the amounts described below from insurer(s) authorized to