Common use of Rights and Responsibilities of Parties Clause in Contracts

Rights and Responsibilities of Parties. In the event that County invokes its right to perform collection and transport services and authorize a third Party to do so pursuant to Section 15.06, County shall compensate such third Party under the terms of the agreement with Contractor, and the third Party shall otherwise carry out Contractor’s contract obligations as if the third Party were the original contracting Party. If at the end of ninety (90) Days, Contractor is unable to resume collection and transport operations, County shall have the right to terminate this agreement and retain another solid waste franchise contractor to perform such services. County’s exercise of its rights under this Article does not limit its ability to seek any of the remedies available to it under Article 15. 14.01: INDEMNIFICATION Contractor shall indemnify, defend and hold harmless County, its officers, employees and agents (collectively, the "indemnitees"), from and against: A. Any and all liability, penalty, claim, demand, action, proceeding or suit, of any and every kind and description, whether judicial, quasi-judicial or administrative in nature, B. Any and all loss Including injury to and death of any Person and damage to property and C. Contribution or indemnity demanded by third Parties (collectively, the “claims”), in each case to the extent arising out of or occasioned in any way by, directly or indirectly, Contractor’s performance of, or its failure to perform, its obligations under this agreement. The foregoing indemnity shall not apply to the extent that a claim is caused solely by the active negligence or intentional misconduct of the indemnitees, but shall apply if the claim is caused by the joint negligence of Contractor and other persons, Including an indemnitee. Upon the occurrence of any Claim, Contractor shall defend (with attorneys reasonably acceptable to County) the indemnitees. Contractor’s duty to defend and indemnify shall survive the expiration or earlier termination of this agreement.