7. The Vendor, the County and HCJFS agree to fully cooperate, participate,
and comply with all reasonable requirements and recommendations of the
insurers and insurance brokers issuing or arranging for issuance of the
policies required here, in all areas of safety, insurance program
administration, claim reporting and investigating, and audit procedures.
8. The Vendor’s insurance coverage shall be primary insurance with respect
to the County, HCJFS, and their respective officials, employees, agents and
volunteers. Any insurance maintained by the County or HCJFS shall be in
excess of the Vendor’s insurance and shall not contribute to it.
9. If any or all of the work or services contemplated by this Contract is
subcontracted, the Vendor will ensure that any and all subcontractors
comply with all insurance requirements contained therein.
33. INDEMNIFICATION & HOLD HARMLESS
To the fullest extent permitted by and in compliance with applicable law, Vendor
agrees to protect, defend, indemnify and hold harmless the Board of County
Commissioners of Hamilton County Ohio, and its officials, employees, agents, and
volunteers and the Hamilton County Job & Family Services and its officials,
employees, agents, and volunteers (the Indemnified Parties) from and against all
damages, liability, losses, claims, suits, actions, administrative proceedings,
regulatory proceedings/hearings, judgments and expenses, subrogation (of any party
involved in the subject of this Contract), attorneys’ fees, court costs, defense costs or
other injury or damage (collectively “Damages”), whether actual, alleged or
threatened, resulting from injury or damages of any kind whatsoever to any business,
entity or person (including death), or damage to property (including destruction, loss
of, loss of use of resulting without injury damage or destruction) of whatsoever
nature, arising out of or incident to in any way, the performance of the terms of this
Contract including, without limitation, by Vendor, its subcontractor(s), Vendor’s or
its subcontractor’s (s’) employees and agents, assigns, and those designated by
Vendor to perform the work or services encompassed by the Contract. Vendor agrees
to pay all damages, costs and expenses of the Indemnified Parties in defending any
action arising out of the aforementioned acts or omissions.
In addition, Vendor agrees to pay all Damages, liabilities, costs and expenses of the
Indemnified Parties in defending any action arising regardless of any conflict of
interest that may exist between the Indemnified Parties and Vendor. In the event
Vendor fails to defend the Indemnified Parties as set forth in this Paragraph, which
may result in a breach of contract, such parties may defend themselves and Vendor
shall pay all actual costs and expenses for such defense including, but not limited to,
judgments, awards, amounts paid in settlement, applicable court costs, witness fees
and attorneys’ fees. The respective rights and obligations of the parties under this
paragraph shall survive the expiration or termination of the Contract for any reason.