Common use of Obligation to Defend and Indemnify Clause in Contracts

Obligation to Defend and Indemnify. 12.1. Wastewater Thermal Energy User shall hold harmless, indemnify and defend the County, its officers, officials, employees and agents, from and against any and all claims, actions, suits, liability, loss, expenses, damages and judgments of any nature whatsoever, including but not limited to costs and reasonable attorney’s fees in defense thereof, for non-payment of wages, injury, sickness, disability or death to persons or damage to property or business, caused by or arising out of Wastewater Thermal Energy User’s acts, errors or omissions in the performance of this Agreement, and arising by reason of Wastewater Thermal Energy User’s design, construction, operation and maintenance of the Connection {If applicable:, and/or and] the Project [If applicable: and/or participation in a Neighborhood District Energy Project]. 12.2. The Wastewater Thermal Energy User’s obligations under this section shall include, but not be limited to: 12.2.1. The duty to promptly accept tender of defense and provide defense to the County at Wastewater Thermal Energy User’s own expense; 12.2.2. The duty to indemnify and defend the County from any claim, demand and/or cause of action brought by or on behalf of any of Wastewater Thermal Energy User’s employees or agents. The foregoing duty is specifically and expressly intended to constitute a waiver of Wastewater Thermal Energy User’s immunity under Washington’s Industrial Insurance Act, RCW Title 51, as to the County, in order to provide the County with a full and complete indemnity and defense of claims made by Wastewater Thermal Energy User’s employees. The Parties acknowledge that these provisions were mutually negotiated by them and each party has had the opportunity, and has been encouraged, to consult with independent counsel regarding this waiver. 12.2.3. To the maximum extent permitted by law, Wastewater Thermal Energy User shall indemnify and defend the County from and be liable for all damages and injury which shall be caused to owners of property on or in the vicinity of the Project which shall occur to any person or persons or property whatsoever arising out of the performance of this Agreement and/or the design, construction, maintenance or operation of the Project and/or the Connection, whether or not such injury or damage is caused by the negligence of the Wastewater Thermal Energy User or caused by the inherent nature of the Project or the Connection.

Obligation to Defend and Indemnify. 12.1. Wastewater Thermal Energy Heat User shall hold harmless, indemnify and defend the County, its officers, appointed and elected officials, employees and agents, from and against any and all claims, actions, suits, liability, loss, expenses, damages and judgments of any nature whatsoever, including but not limited to costs and reasonable attorney’s fees in defense thereof, for non-payment of wages, injury, sickness, disability or death to persons or damage to property or business, caused by or arising out of Wastewater Thermal Energy Heat User’s acts, errors or omissions in the performance of this Agreement, Agreement and arising by reason of Wastewater Thermal Energy Heat User’s design, construction, operation and maintenance of the Connection {If applicable:, and/or and] and the Project [If applicable: and/or participation in a Neighborhood District Energy Project]. 12.2. The Wastewater Thermal Energy Heat User’s obligations under this section shall include, but not be limited to: 12.2.1. The duty to promptly accept tender of defense and provide defense to the County at Wastewater Thermal Energy Heat User’s own expense; 12.2.2. The duty to indemnify and defend the County from any claim, demand and/or cause of action brought by or on behalf of any of Wastewater Thermal Energy Heat User’s employees or agents. The foregoing duty is specifically and expressly intended to constitute a waiver of Wastewater Thermal Energy Heat User’s immunity under Washington’s Industrial Insurance Act, RCW Title 51, as to the County, in order to provide the County with a full and complete indemnity and defense of claims made by Wastewater Thermal Energy Heat User’s employees. The Parties acknowledge that these provisions were mutually negotiated by them and each party has had the opportunity, and has been encouraged, to consult with independent counsel regarding this waiver. 12.2.3. To the maximum extent permitted by law, Wastewater Thermal Energy Heat User shall indemnify and defend the County from and be liable for all damages and injury which shall be caused to owners of property on or in the vicinity of the Project which shall occur to any person or persons or property whatsoever arising out of the performance of this Agreement and/or the design, construction, maintenance construction or operation of the Project and/or the Connection, whether or not such injury or damage is caused by the negligence of the Wastewater Thermal Energy Heat User or caused by the inherent nature of the Project or the Connection.

Obligation to Defend and Indemnify. 12.1. Wastewater Thermal Energy User shall hold harmless, indemnify and defend the County, its officers, officials, employees and agents, from and against any and all claims, actions, suits, liability, loss, expenses, damages and judgments of any nature whatsoever, including but not limited to costs and reasonable attorney’s fees in defense thereof, for non-payment of wages, injury, sickness, disability or death to persons or damage to property or business, caused by or arising out of Wastewater Thermal Energy User’s acts, errors or omissions in the performance of this Agreement, and arising by reason of Wastewater Thermal Energy User’s design, construction, operation and maintenance of the Connection {If applicable:, and/or and] the Project [If applicable: and/or participation in a Neighborhood District Energy Project]. 12.2. The Wastewater Thermal Energy User’s obligations under this section shall include, but not be limited to: 12.2.1. The duty to promptly accept tender of defense and provide defense to the County at Wastewater Thermal Energy User’s own expense; 12.2.2. The duty to indemnify and defend the County from any claim, demand and/or cause of action brought by or on behalf of any of Wastewater Thermal Energy User’s employees or agents. The foregoing duty is specifically and expressly intended to constitute a waiver of Wastewater Thermal Energy User’s immunity under Washington’s Industrial Insurance Act, RCW Title 51, as to the County, in order to provide the County with a full and complete indemnity and defense of claims made by Wastewater Thermal Energy User’s employees. The Parties acknowledge that these provisions were mutually negotiated by them and each party has had the opportunity, and has been encouraged, to consult with independent counsel regarding this waiver. 12.2.3. To the maximum extent permitted by law, Wastewater Thermal Energy User shall indemnify and defend the County from and be liable for all damages and injury which shall be caused to owners of property on or in the vicinity of the Project which shall occur to any person or persons or property whatsoever arising out of the performance of this Agreement and/or the design, construction, maintenance or operation of the Project and/or the Connection, whether or not such injury or damage is caused by the negligence of the Wastewater Thermal Energy User or caused by the inherent nature of the Project or the Connection.