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Procurement Contract No. 16383 <br />2. INDEMNIFICATION: To the fullest extent permitted by law, CONTRACTOR <br />shall hold harmless, defend and indemnify the County of Alameda, its Board of <br />Supervisors, employees and agents from and against any and all claims, losses, <br />damages, liabilities and expenses, including but not limited to attorneys' fees, <br />arising out of or resulting from the performance of services under this Agreement, <br />provided that any such claim, loss, damage, liability or expense is attributable to <br />bodily injury, sickness, disease, death or to injury to or destruction of property, <br />including the loss therefrom, or to any violation of federal, state or municipal law <br />or regulation, which arises out of or is any way connected with the performance of <br />this agreement (collectively "Liabilities") except where such Liabilities are caused <br />solely by the negligence or willful misconduct of any indemnitee. The COUNTY <br />may participate in the defense of any such claim without relieving <br />CONTRACTOR of any obligation hereunder. The obligations of this indemnity <br />shall be for the full amount of all damage to COUNTY, including defense costs, <br />and shall not be limited by any insurance limits. <br />In the event that CONTRACTOR or any employee, agent, or subcontractor of <br />CONTRACTOR providing services under this Agreement is determined by a court <br />of competent jurisdiction or the Alameda County Employees' Retirement <br />Association (ACERA) or California Public Employees' Retirement System <br />(PERS) to be eligible for enrollment in ACERA and PERS as an employee of <br />COUNTY, CONTRACTOR shall indemnify, defend, and hold harmless <br />COUNTY for the payment of any employee and/or employer contributions for <br />ACERA and PERS benefits on behalf of CONTRACTOR or its employees, <br />agents, or subcontractors, as well as for the payment of any penalties and interest <br />on such contributions, which would otherwise be the responsibility of COUNTY. <br />3. INSURANCE AND BOND: CONTRACTOR shall at all times during the term of <br />the Agreement with the COUNTY maintain in force, at minimum, those insurance <br />policies and bonds as designated in the attached Exhibit C, and will comply with <br />all those requirements as stated therein. The COUNTY and all parties as set forth <br />on Exhibit C shall be considered an additional insured or loss payee if applicable. <br />All of CONTRACTOR's available insurance coverage and proceeds in excess of <br />the specified minimum limits shall be available to satisfy any and all claims of the <br />COUNTY, including defense costs and damages. Any insurance limitations are <br />independent of and shall not limit the indemnification terms of this Agreement. <br />CONTRACTOR's insurance policies, including excess and umbrella insurance <br />policies, shall include an endorsement and be primary and non-contributory and <br />will not seek contribution from any other insurance (or self-insurance) available to <br />COUNTY. CONTRACTOR's excess and umbrella insurance shall also apply on <br />a primary and non-contributory basis for the benefit of the COUNTY before <br />COUNTY's own insurance policy or self-insurance shall be called upon to protect <br />it as a named insured. <br />Page 5 of 17 <br />