OTHER-2024-077-New Piedmont Food Processing Center Management Agreement

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Docusign Envelope ID : CO3CBB42 -6385 -4265-A237- I BAD6C002EB8 omission carried out by PFPC at the specific written direction or written instruction of the County' s Contract Administrator and where PFPC follows such written direction or written instruction with reasonable care and free from negligence . Provided , however , that the foregoing indemnification shall not extend to Losses to the extent such Losses arise from any uncured default or breach by PFPC of its obligations specified herein or any negligence , gross negligence , or willful misconduct of PFPC or its agents , contractors , employees , or guests or invitees of PFPC . Losses do not include loss of profit , revenue , use , business , goodwill , or indirect loss . ( c ) With respect to each separate matter brought by any third party against which a party hereto ( " Indemnitee " ) is indemnified by the other party ( " Indemnitor" ) under this Section , the Indemnitor shall be responsible , at its sole cost and expense , for controlling , litigating , defending and otherwise attempting to resolve any proceeding , claim , or cause of action underlying such matter , except that ( i ) the Indemnitee may , at its option , participate in such defense or resolution at its expense and through counsel of its choice ; ( ii ) the Indemnitee may , at its option , assume control of such defense or resolution if the Indemnitor does not promptly and diligently pursue such defense or resolution , provided that the Indemnitor shall continue to be obligated to indemnify the Indemnitee hereunder in connection therewith ; and ( iii ) neither Indemnitor nor Indemnitee shall agree to any settlement without the other party ' s prior written consent (which shall not be unreasonably withheld or delayed ) . In any event , Indemnitor and Indemnitee shall in good faith cooperate with each other and their respective counsel with respect to all such actions or proceedings , at the Indemnitor' s sole expense . With respect to each and every matter with respect to which any indemnification may be sought hereunder , upon receiving notice pertaining to such matter , Indemnitee shall promptly ( and in no event more than ten ( 10 ) days after any third - party litigation is commenced asserting such claim ) give reasonably detailed written notice to the Indemnitor of the nature of such matter and the amount demanded or claimed in connection therewith . ( d ) The provisions set forth in subparagraphs ( a ) , ( b ) , and ( c ) above shall survive termination of this Agreement ; provided , however , that a claim for indemnification pursuant to Section 7 . 1 shall be valid only if the party entitled to such indemnification provides written notice thereof to the other party as provided herein with regard to third - party litigation and within three years from the date an indemnification event arises for all other indemnification matters . ( e ) The terms of all insurance policies referred to in Section 7 , including without limitation ( 1 ) the property insurance policies of the County and ( ii ) the policies of any independent contractors retained by PFPC shall preclude subrogation claims against the County and its officers , officials , employees and agents . PFPC hereby grants to the County a waiver of any right to subrogation which any insurer of PFPC may acquire against the County by virtue of the payment of any loss under such insurance . PFPC agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation . This provision applies regardless of whether or not PFPC has received a waiver of subrogation endorsement from the insurer . PFPC and the County hereby release each other from and against any and all loss or damage to property arising out of or incident to any peril 10