Common use of City Held Harmless Clause in Contracts

City Held Harmless. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold harmless City and any and all of City’s Boards, officers, agents, employees, assigns and successors in interest from and against any and all suits, claims, causes of action, liability, losses, damages, demands or expenses (including, but not limited to, attorney’s fees and costs of litigation), claimed by anyone (including Contractor and/or Contractor’s agents or employees) by reason of injury to, or death of, any person(s) (including Contractor and/or Contractor’s agents or employees), or for damage to, or destruction of, any property (including property of Contractor and/or Contractor’s agents or employees) or for any and all other losses, founded upon or alleged to arise out of, pertain to, or relate to the Contractor’s and/or Sub-Contractor’s performance of the Contract, whether or not contributed to by any act or omission of City, or of any of City’s Boards, officers, agents or employees. Provided, however, that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from or relate to Contractor’s performance of a “Construction Contract” as defined by California Civil Code section 2783, this paragraph shall not be construed to require Contractor to indemnify or hold City harmless to the extent such suits, causes of action, claims, losses, demands and expenses are caused by the City’s sole negligence, willful misconduct or active negligence. Provided further that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from Consultant’s design professional services as defined by California Civil Code section 2782.8, Consultant’s indemnity obligations shall be limited to allegations, suits, claims, causes of action, liability, losses, damages, demands or expenses arising out of, pertaining to, or relating to the Consultant’s negligence, recklessness or willful misconduct in the performance of the Contract. In addition, Contractor agrees to protect, defend, indemnify, keep and hold harmless City, including its Boards, Departments and City’s officers, agents, servants and employees, from and against any and all claims, damages, liabilities, losses and expenses arising out of any threatened, alleged or actual claim that the end product provided to LAWA by Contractor violates any patent, copyright, trade secret, proprietary right, intellectual property right, moral right, privacy, or similar right, or any other rights of any third party anywhere in the world. Contractor agrees to, and shall, pay all damages, settlements, expenses and costs, including costs of investigation, court costs and attorney’s fees, and all other costs and damages sustained or incurred by City arising out of, or relating to, the matters set forth above in this paragraph of the City’s “Hold Harmless” agreement. In Contractor’s defense of the City under this Section, negotiation, compromise, and settlement of any action, the City shall retain discretion in and control of the litigation, negotiation, compromise, settlement, and appeals there from, as required by the Los Angeles City Charter, particularly Article II, Sections 271, 272 and 273 thereof.

City Held Harmless. 11.1 To the fullest extent permitted by law, Contractor Consultant shall defend, indemnify and hold harmless City and any and all of City’s Boards, officers, agents, employees, assigns and successors in interest from and against any and all suits, claims, causes of action, liability, losses, damages, demands or expenses (including, but not limited to, attorney’s fees and costs of litigation), claimed by anyone (including Contractor Consultant and/or ContractorConsultant’s agents or employees) by reason of injury to, or death of, any person(s) (including Contractor Consultant and/or ContractorConsultant’s agents or employees), or for damage to, or destruction of, any property (including property of Contractor Consultant and/or ContractorConsultant’s agents or employees) or for any and all other losses, founded upon or alleged to arise out of, pertain to, or relate to the ContractorConsultant’s and/or Sub-ContractorConsultant’s performance of the Contract, whether or not contributed to by any act or omission of City, or of any of City’s Boards, officers, agents or employees. ; Provided, however, that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from or relate to ContractorConsultant’s performance of a “Construction Contract” " as defined by California Civil Code section 2783, this paragraph shall not be construed to require Contractor Consultant to indemnify or hold City harmless to the extent such suits, causes of action, claims, losses, demands and expenses are caused by the City’s sole negligence, willful misconduct or active negligence. ; Provided further that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from Consultant’s design professional services as defined by California Civil Code section 2782.8, Consultant’s indemnity obligations shall be limited to allegations, suits, claims, causes of action, liability, losses, damages, demands or expenses arising out of, pertaining to, or relating to the Consultant’s negligence, recklessness or willful misconduct in the performance of the Contract. In addition, Contractor agrees to protect, defend, indemnify, keep and hold harmless City, including its Boards, Departments and City’s officers, agents, servants and employees, from and against any and all claims, damages, liabilities, losses and expenses arising out of any threatened, alleged or actual claim that the end product provided to LAWA by Contractor violates any patent, copyright, trade secret, proprietary right, intellectual property right, moral right, privacy, or similar right, or any other rights of any third party anywhere in the world. Contractor agrees to, and shall, pay all damages, settlements, expenses and costs, including costs of investigation, court costs and attorney’s fees, and all other costs and damages sustained or incurred by City arising out of, or relating to, the matters set forth above in this paragraph of the City’s “Hold Harmless” agreement. In Contractor’s defense of the City under this Section, negotiation, compromise, and settlement of any action, the City shall retain discretion in and control of the litigation, negotiation, compromise, settlement, and appeals there from, as required by the Los Angeles City Charter, particularly Article II, Sections 271, 272 and 273 thereof.

City Held Harmless. 11.1 To the fullest extent permitted by law, Contractor Consultant shall defend, indemnify and hold harmless City and any and all of City’s Boards, officers, agents, employees, assigns and successors in interest from and against any and all suits, claims, causes of action, liability, losses, damages, demands or expenses (including, but not limited to, attorney’s fees and costs of litigation), claimed by anyone (including Contractor Consultant and/or ContractorConsultant’s agents or employees) by reason of injury to, or death of, any person(s) (including Contractor Consultant and/or ContractorConsultant’s agents or employees), or for damage to, or destruction of, any property (including property of Contractor Consultant and/or ContractorConsultant’s agents or employees) or for any and all other losses, founded upon or alleged to arise out of, pertain to, or relate to the ContractorConsultant’s and/or Sub-ContractorConsultant’s performance of the Contract, whether or not contributed to by any act or omission of City, or of any of City’s Boards, officers, agents or employees. ; Provided, however, that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from or relate to ContractorConsultant’s performance of a “Construction Contract” as defined by California Civil Code section 2783, this paragraph shall not be construed to require Contractor Consultant to indemnify or hold City harmless to the extent such suits, causes of action, claims, losses, demands and expenses are caused by the City’s sole negligence, willful misconduct or active negligence. ; Provided further that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from Consultant’s design professional services as defined by California Civil Code section 2782.8, Consultant’s indemnity obligations shall be limited to allegations, suits, claims, causes of action, liability, losses, damages, demands or expenses arising out of, pertaining to, or relating to the Consultant’s negligence, recklessness or willful misconduct in the performance of the Contract. In addition, Contractor agrees to protect, defend, indemnify, keep and hold harmless City, including its Boards, Departments and City’s officers, agents, servants and employees, from and against any and all claims, damages, liabilities, losses and expenses arising out of any threatened, alleged or actual claim that the end product provided to LAWA by Contractor violates any patent, copyright, trade secret, proprietary right, intellectual property right, moral right, privacy, or similar right, or any other rights of any third party anywhere in the world. Contractor agrees to, and shall, pay all damages, settlements, expenses and costs, including costs of investigation, court costs and attorney’s fees, and all other costs and damages sustained or incurred by City arising out of, or relating to, the matters set forth above in this paragraph of the City’s “Hold Harmless” agreement. In Contractor’s defense of the City under this Section, negotiation, compromise, and settlement of any action, the City shall retain discretion in and control of the litigation, negotiation, compromise, settlement, and appeals there from, as required by the Los Angeles City Charter, particularly Article II, Sections 271, 272 and 273 thereof.

City Held Harmless. 11.1. To the fullest extent permitted by law, Contractor Consultant shall defend, indemnify and hold harmless City and any and all of City’s Boards, officers, agents, employees, assigns and successors in interest from and against any and all suits, claims, causes of action, liability, losses, damages, demands or expenses (including, but not limited to, attorney’s fees and costs of litigation), claimed by anyone (including Contractor Consultant and/or ContractorConsultant’s agents or employees) by reason of injury to, or death of, any person(s) (including Contractor Consultant and/or ContractorConsultant’s agents or employees), or for damage to, or destruction of, any property (including property of Contractor Consultant and/or ContractorConsultant’s agents or employees) or for any and all other losses, founded upon or alleged to arise out of, pertain to, or relate to the ContractorConsultant’s and/or Sub-ContractorConsultant’s performance of the Contract, whether or not contributed to by any act or omission of City, or of any of City’s Boards, officers, agents or employees. ; Provided, however, that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from or relate to ContractorConsultant’s performance of a “Construction Contract” as defined by California Civil Code section 2783, this paragraph shall not be construed to require Contractor Consultant to indemnify or hold City harmless to the extent such suits, causes of action, claims, losses, demands and expenses are caused by the City’s sole negligence, willful misconduct or active negligence. ; Provided further that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from Consultant’s design professional services as defined by California Civil Code section 2782.8, Consultant’s indemnity obligations shall be limited to allegations, suits, claims, causes of action, liability, losses, damages, demands or expenses arising out of, pertaining to, or relating to the Consultant’s negligence, recklessness or willful misconduct in the performance of the Contract. 11.2. In addition, Contractor and consistent with the requirements of Section 13.6 below, Consultant agrees to protect, defend, indemnify, keep and hold harmless City, including its Boards, Departments and City’s officers, agents, servants and employees, from and against any and all claims, damages, liabilities, losses and expenses arising out of any threatened, alleged or actual claim that the end product provided to LAWA by Contractor Consultant violates any patent, copyright, trade secret, proprietary right, intellectual property right, moral right, privacy, or similar right, or any other rights of any third party anywhere in the world. Contractor Consultant agrees to, and shall, pay all damages, settlements, expenses and costs, including costs of investigation, court costs and attorney’s fees, and all other costs and damages sustained or incurred by City arising out of, or relating to, the matters set forth above in this paragraph of the City’s 's “Hold Harmless” agreement. 11.3. In ContractorConsultant’s defense of the City under this Section, negotiation, compromise, and settlement of any action, the City shall retain discretion in and control of the litigation, negotiation, compromise, settlement, and appeals there from, as required by the Los Angeles City Charter, particularly Article II, Sections 271, 272 271,272 and 273 thereof.

City Held Harmless. 11.1. To the fullest extent permitted by law, Contractor Consultant shall defend, indemnify and hold harmless City and any and all of City’s Boards, officers, agents, employees, assigns and successors in interest from and against any and all suits, claims, causes of action, liability, losses, damages, demands or expenses (including, but not limited to, attorney’s fees and costs of litigation), claimed by anyone (including Contractor Consultant and/or Contractor’s Consultant's agents or employees) by reason of injury to, or death of, any person(s) (including Contractor Consultant and/or ContractorConsultant’s agents or employees), or for damage to, or destruction of, any property (including property of Contractor Consultant and/or ContractorConsultant’s agents or dr employees) or for any and all other losses, founded upon or alleged to arise out put of, pertain to, or relate to the ContractorConsultant’s and/or Sub-ContractorConsultant’s performance of the Contract, whether or not contributed to by any act or omission of City, or of any of City’s Boards, officers, agents or employees. ; Provided, however, that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from or relate to ContractorConsultant’s performance of a “Construction Contract” " as defined by California Civil Code section 2783, this paragraph shall not be construed to require Contractor Consultant to indemnify or hold City harmless to the extent such suits, causes of action, claims, losses, demands and expenses are caused by the City’s sole negligence, willful misconduct or active negligence; Provided . Provided further that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from Consultant’s design professional services as defined by California Civil Code section 2782.8, Consultant’s indemnity obligations shall be limited to allegations, suits, claims, causes of action, liability, losses, damages, demands or expenses arising out of, pertaining to, or relating to the Consultant’s negligence, recklessness or willful misconduct in the performance of the Contract. 11.2. In addition, Contractor and consistent with the requirements of Section 13.6 below, Consultant agrees to protect, defend, indemnify, keep and hold harmless City, including its Boards, Departments and City’s officers, agents, servants and employees, from and against any and all claims, damages, liabilities, losses and expenses arising out of any threatened, alleged or actual claim that the end product provided to LAWA by Contractor Consultant violates any patent, copyright, trade secret, proprietary right, intellectual property right, moral right, privacy, or similar right, or any other rights of any third party anywhere in the world. Contractor Consultant agrees to, and shall, pay all damages, settlements, expenses and costs, including costs of investigation, court costs and attorney’s fees, and all other costs and damages sustained or incurred by City arising out of, or relating to, the matters set forth above in this paragraph of the City’s “Hold Harmless” agreement. 11.3. In Contractor’s Consultant's defense of the City under this Section, negotiation, compromise, and settlement of any action, the City shall retain discretion in and control of the litigation, negotiation, compromise, settlement, and appeals there from, as required by the Los Angeles City Charter, particularly Article II, Sections 271, 272 271,272 and 273 thereof. 11.4. Survival of IndemniTtihees, provisions of this Section 11 shall survive the termination of this Contract.

City Held Harmless. 11.1. To the fullest extent permitted by law, Contractor Consultant shall defend, indemnify and hold harmless City and any and all of City’s Boards, officers, agents, employees, assigns and successors in interest from and against any and all suits, claims, causes of action, liability, losses, damages, demands or expenses (including, but not limited to, attorney’s fees and costs of litigation), claimed by anyone (including Contractor Consultant and/or ContractorConsultant’s agents or employees) by reason of injury to, or death of, any person(s) (including Contractor Consultant and/or ContractorConsultant’s agents or employees), or for damage to, or destruction of, any property (including property of Contractor Consultant and/or ContractorConsultant’s agents or employees) or for any and all other losses, founded upon or alleged to arise out of, pertain to, or relate to the ContractorConsultant’s and/or Sub-ContractorConsultant’s performance of the Contract, whether or not contributed to by any act or omission of City, or of any of City’s 's Boards, officers, agents or employees. ; Provided, however, that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from or relate to ContractorConsultant’s performance of a “"Construction Contract” as defined by California Civil Code section 2783, this paragraph shall not be construed to require Contractor Consultant to indemnify or hold City harmless to the extent such suits, causes of action, claims, losses, demands and expenses are caused by the City’s sole negligence, willful misconduct or active negligence. ; Provided further that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from Consultant’s design professional services as defined by California Civil Code section 2782.8, Consultant’s indemnity obligations shall be limited to allegations, suits, claims, causes of action, liability, losses, damages, demands or expenses arising out of, pertaining to, or relating to the Consultant’s negligence, recklessness or willful misconduct in the performance of the Contract. 11.2. In addition, Contractor and consistent with the requirements of Section 13.6 below, Consultant agrees to protect, defend, indemnify, keep and hold harmless City, including its Boards, Departments and City’s 's officers, agents, servants and employees, from and against any and all claims, damages, liabilities, losses and expenses arising out of any threatened, alleged or actual claim that the end product provided to LAWA by Contractor Consultant violates any patent, copyright, trade secret, proprietary right, intellectual property right, moral right, privacy, or similar right, or any other rights of any third party anywhere in the world. Contractor Consultant agrees to, and shall, pay all damages, settlements, expenses and costs, including costs of investigation, court costs and attorney’s fees, and all other costs and damages sustained or incurred by City arising out of, or relating to, the matters set forth above in this paragraph of the City’s “Hold Harmless” agreement. 11.3. In ContractorConsultant’s defense of the City under this Section, negotiation, compromise, and settlement of any action, the City shall retain discretion in and control of the litigation, negotiation, compromise, settlement, and appeals there from, as required by the Los Angeles City Charter, particularly Article II, Sections 271, 272 271,272 and 273 thereof. 11.4. Survival of IndemnTitihees, provisions of this Section 11 shall survive the termination of this Contract.

City Held Harmless. 14.1 To the fullest extent permitted by law, Contractor shall defend, indemnify and hold harmless City and any and all of City’s Boards, officers, agents, employees, assigns and successors in interest from and against any and all suits, claims, causes of action, liability, losses, damages, demands or expenses (including, but not limited to, attorney’s fees and costs of litigation), claimed by anyone (including Contractor and/or Contractor’s agents or employees) by reason of injury to, or death of, any person(s) (including Contractor and/or Contractor’s agents or employees), or for damage to, or destruction of, any property (including property of Contractor and/or Contractor’s agents or employees) or for any and all other losses, founded upon or alleged to arise out of, pertain to, or relate to the Contractor’s and/or Sub-Contractor’s performance of the Contract, whether or not contributed to by any act or omission of City, or of any of City’s Boards, officers, agents or employees. Provided; provided, however, that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from or relate to Contractor’s performance of a “Construction Contract” as defined by California Civil Code section 2783, this paragraph shall not be construed to require Contractor to indemnify or hold City harmless to the extent such suits, causes of action, claims, losses, demands and expenses are caused by the City’s 's sole negligence, willful misconduct or active negligence. Provided ; provided further that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from ConsultantContractor’s design professional services as defined by California Civil Code section 2782.8, ConsultantContractor’s indemnity obligations shall be limited to allegations, suits, claims, causes of action, liability, losses, damages, demands or expenses arising out of, pertaining to, or relating to the ConsultantContractor’s negligence, recklessness or willful misconduct in the performance of the Contract. . 14.2 In addition, Contractor agrees to protect, defend, indemnify, keep and hold harmless City, including its Boards, Departments and City’s officers, agents, servants and employees, from and against any and all claims, damages, liabilities, losses and expenses arising out of any threatened, alleged or actual claim that the end product provided to LAWA by Contractor violates any patent, copyright, trade secret, proprietary right, intellectual property right, moral right, privacy, or similar right, or any other rights of any third party anywhere in the world. Contractor agrees to, and shall, pay all damages, settlements, expenses and costs, including costs of investigation, court costs and attorney’s fees, and all other costs and damages sustained or incurred by City arising out of, or relating to, the matters set forth above in this paragraph of the City’s “Hold Harmless” agreement. . 14.3 In Contractor’s defense of the City under this Section, negotiation, compromise, and settlement of any action, the City shall retain discretion in and control of the litigation, negotiation, compromise, settlement, and appeals there fromtherefrom, as required by the Los Angeles City Charter, particularly Article II, Sections 271, 272 and 273 thereof. 14.4 The provisions of this City Held Harmless Section shall remain operative following a termination of all other performance under this Agreement unless specifically extinguished in a writing signed as approved as to form by the Office of the City Attorney.

City Held Harmless. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold harmless City and any and all of City’s Boards, officers, agents, employees, assigns and successors in interest from and against any and all suits, claims, causes of action, liability, losses, damages, demands or expenses (including, but not limited to, attorney’s fees and costs of litigation), claimed by anyone (including Contractor and/or Contractor’s agents or employees) by reason of injury to, or death of, any person(s) (including Contractor and/or Contractor’s agents or employees), or for damage to, or destruction of, any property (including property of Contractor and/or Contractor’s agents or employees) or for any and all other losses, founded upon or alleged to arise out of, pertain to, or relate to the Contractor’s and/or Sub-Contractor’s performance of the Contract, whether or not contributed to by any act or omission of City, or of any of City’s Boards, officers, agents or employees. Provided, however, that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from or relate to Contractor’s performance of a “"Construction Contract” " as defined by California Civil Code section 2783, this paragraph shall not be construed to require Contractor to indemnify or hold City harmless to the extent such suits, causes of action, claims, losses, demands and expenses are caused by the City’s sole negligence, willful misconduct or active negligence. Provided further that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from Consultant’s design professional services as defined by California Civil Code section 2782.8, Consultant’s indemnity obligations shall be limited to allegations, suits, claims, causes of action, liability, losses, damages, demands or expenses arising out of, pertaining to, or relating to the Consultant’s negligence, recklessness or willful misconduct in the performance of the Contract. In addition, Contractor agrees to protect, defend, indemnify, keep and hold harmless City, including its Boards, Departments and City’s officers, agents, servants and employees, from and against any and all claims, damages, liabilities, losses and expenses arising out of any threatened, alleged or actual claim that the end product provided to LAWA by Contractor violates any patent, copyright, trade secret, proprietary right, intellectual property right, moral right, privacy, or similar right, or any other rights of any third party anywhere in the world. Contractor agrees to, and shall, pay all damages, settlements, expenses and costs, including costs of investigation, court costs and attorney’s fees, and all other costs and damages sustained or incurred by City arising out of, or relating to, the matters set forth above in this paragraph of the City’s “"Hold Harmless” agreement. In Contractor’s 's defense of the City under this Section, negotiation, compromise, and settlement of any action, the City shall retain discretion in and control of the litigation, negotiation, compromise, settlement, and appeals there from, as required by the Los Angeles City Charter, particularly Article II, Sections 271, 272 271,272 and 273 thereof.

City Held Harmless. To 7.1 Contractor shall, to the fullest extent permitted by law, Contractor shall defend, indemnify indemnify, and hold harmless City and any and all of City’s Boards, officers, agents, employees, assigns assigns, and successors in interest from and against any and all suits, claims, causes of action, liability, losses, damages, demands or expenses (including, but not limited to, attorney’s fees and costs cost of litigation), claimed by anyone (including Contractor and/or Contractor’s agents or employees) by reason of injury to, or death of, any person(s) (including Contractor and/or Contractor’s agents or employees), or for damage to, to or destruction of, any property (including property of Contractor and/or Contractor’s its agents or employees) or for any and all other losses, founded upon or alleged to arise out of, pertain to, or relate to the Contractor’s (and/or Sub-Contractorits agents’ or employees’) and/or SubContractor’s (and/or its agents’ or employees’) performance of the Contract, whether or not contributed to by any act or omission of City, or of any of City’s Boards, officers, agents or employees. Provided; provided, however, that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from or relate to Contractor’s performance of a “Construction Contract” as defined by California Civil Code section 2783, this paragraph shall not be construed to require Contractor to indemnify or hold City harmless to the extent such suits, causes of action, claims, losses, demands and expenses are caused by the City’s sole negligence, willful misconduct or active negligence. Provided ; provided further that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from ConsultantContractor’s design professional services as defined by California Civil Code section 2782.8, ConsultantContractor’s indemnity obligations duty to indemnify, including its duty and cost to defend, shall be limited to allegations, suits, claims, causes of action, liability, losses, damages, demands or expenses arising out of, pertaining to, or relating to the ConsultantContractor’s negligence, recklessness or willful misconduct in the performance of the Contract. . 7.2 In addition, Contractor agrees to protect, defend, indemnify, keep and hold harmless City, including its Boards, Departments and City’s officers, agents, servants and employees, from and against any and all claims, damages, liabilities, losses and expenses arising out of any threatened, alleged or actual claim that the end product provided to LAWA by Contractor violates any patent, copyright, trade secret, proprietary right, intellectual property right, moral right, privacy, or similar right, or any other rights of any third party anywhere in the world. Contractor agrees to, and shall, pay all damages, settlements, expenses and costs, including costs of investigation, court costs and attorney’s fees, and all other costs and damages sustained or incurred by City arising out of, or relating to, the matters set forth above in this paragraph of the City’s “Hold Harmless” agreement. . 7.3 In Contractor’s defense of the City under this Section, negotiation, compromise, and settlement of any action, the City shall retain discretion in and control of the litigation, negotiation, compromise, settlement, and appeals there from, as required by the Los Angeles City Charter, particularly Article II, Sections 271, 272 and 273 thereof.

City Held Harmless. 9.1. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold harmless City and any and all of City’s Boards, officers, agents, employees, assigns and successors in interest from and against any and all suits, claims, causes of action, liability, losses, damages, demands or expenses (including, but not limited to, attorney’s fees and costs of litigation), claimed by anyone (including Contractor and/or Contractor’s agents or employees) by reason of injury to, or death of, any person(s) (including Contractor and/or Contractor’s agents or employees), or for damage to, or destruction of, any property (including property of Contractor and/or Contractor’s agents or employees) or for any and all other losses, founded upon or alleged to arise out of, pertain to, or relate to the Contractor’s and/or Sub-Contractor’s performance of the Contract, whether or not contributed to by any act or omission of City, or of any of City’s Boards, officers, agents or employees. ; Provided, however, that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from or relate to Contractor’s performance of a “Construction Contract” as defined by California Civil Code section 2783, this paragraph shall not be construed to require Contractor to indemnify or hold City harmless to the extent such suits, causes of action, claims, losses, demands and expenses are caused by the City’s sole negligence, willful misconduct or active negligence. Provided further that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from Consultant’s design professional services as defined by California Civil Code section 2782.8, Consultant’s indemnity obligations shall be limited to allegations, suits, claims, causes of action, liability, losses, damages, demands or expenses arising out of, pertaining to, or relating to the Consultant’s negligence, recklessness or willful misconduct in the performance of the Contract. 9.2. In addition, Contractor agrees to protect, defend, indemnify, keep and hold harmless City, including its Boards, Departments and City’s officers, agents, servants and employees, from and against any and all claims, damages, liabilities, losses and expenses arising out of any threatened, alleged or actual claim that the end product provided to LAWA by Contractor violates any patent, copyright, trade secret, proprietary right, intellectual property right, moral right, privacy, or similar right, or any other rights of any third party anywhere in the world. Contractor agrees to, and shall, pay all damages, settlements, expenses and costs, including costs of investigation, court costs and attorney’s fees, and all other costs and damages sustained or incurred by City arising out of, or relating to, the matters set forth above in this paragraph of the City’s “Hold Harmless” agreement. 9.3. In Contractor’s defense of the City under this Section, negotiation, compromise, and settlement of any action, the City shall retain discretion in and control of the litigation, Com par 6 r-ic negotiation, compromise, settlement, and appeals there from, as required by the Los Angeles City Charter, particularly Article II, Sections 271, 272 and 273 thereof.

City Held Harmless. 11.1. To the fullest extent permitted by law, Contractor Consultant shall defend, indemnify and hold harmless City and any and all of City’s Boards, officers, agents, employees, assigns and successors in interest from and against any and all suits, claims, causes of action, liability, losses, damages, demands or expenses (including, but not limited to, attorney’s fees and costs of litigation), claimed by anyone (including Contractor Consultant and/or ContractorConsultant’s agents or employees) by reason of injury to, or death of, any person(s) (including Contractor Consultant and/or ContractorConsultant’s agents or employees), or for damage to, or destruction of, any property (including property of Contractor Consultant and/or ContractorConsultant’s agents or employees) or for any and all other losses, founded upon or alleged to arise out of, pertain to, or relate to the ContractorConsultant’s and/or Sub-ContractorConsultant’s performance of the Contract, whether or not contributed to by any act or omission of City, or of any of City’s Boards, officers, agents or employees. ; Provided, however, that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from or relate to Contractor’s Consultant's performance of a “"Construction Contract” as defined by California Civil Code section 2783, this paragraph shall not be construed to require Contractor Consultant to indemnify or hold City harmless to the extent such suits, causes of action, claims, losses, demands and expenses are caused by the City’s 's sole negligence, willful misconduct or active negligence. ; Provided further that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from Consultant’s design professional services as defined by California Civil Code section 2782.8, Consultant’s indemnity obligations shall be limited to allegations, suits, claims, causes of action, liability, losses, damages, demands or expenses arising out of, pertaining to, or relating to the Consultant’s negligence, recklessness or willful misconduct in the performance of the Contract. 11.2. In addition, Contractor and consistent with the requirements of Section 13.6 below, Consultant agrees to protect, defend, indemnify, keep and hold harmless City, including its Boards, Departments and City’s officers, agents, servants and employees, from and against any and all claims, damages, liabilities, losses and expenses arising out of any threatened, alleged or actual claim that the end product provided to LAWA by Contractor Consultant violates any patent, copyright, trade secret, proprietary right, intellectual property right, moral right, privacy, or similar right, or any other rights of any third party anywhere in the world. Contractor Consultant agrees to, and shall, pay all damages, settlements, expenses and costs, including costs of investigation, court costs and attorney’s fees, and all other costs and damages sustained or incurred by City arising out of, or relating to, the matters set forth above in this paragraph of the City’s “Hold Harmless” agreement. IPCT JV, LLC Contract 091516/JGT/K:Drive 11.3. In ContractorConsultant’s defense of the City under this Section, negotiation, compromise, and settlement of any action, the City shall retain discretion in and control of the litigation, negotiation, compromise, settlement, and appeals there from, as required by the Los Angeles City Charter, particularly Article II, Ik Sections 271, 272 271,272 and 273 thereof. 11.4. Survival of IndemniTtihees, provisions of this Section 11 shall survive the termination of this Contract.

City Held Harmless. 11.1. To the fullest extent permitted by law, Contractor Consultant shall defend, indemnify and hold harmless City and any and all of City’s Boards, officers, agents, employees, assigns and successors in interest from and against any and all suits, claims, causes of action, liability, losses, damages, demands or expenses (including, but not limited to, attorney’s fees and costs of litigation), claimed by anyone (including Contractor Consultant and/or ContractorConsultant’s agents or employees) by reason of injury to, or death of, any person(s) (including Contractor Consultant and/or ContractorConsultant’s agents or employees), or for damage to, or destruction of, any property (including property of Contractor Consultant and/or ContractorConsultant’s agents or employees) or for any and all other losses, founded upon or alleged to arise out of, pertain to, or relate to the ContractorConsultant’s and/or Sub-ContractorConsultant’s performance of the Contract, whether or not contributed to by any act or omission of City, or of any of City’s Boards, officers, agents or employees. ; Provided, however, that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from or relate to ContractorConsultant’s performance of a “Construction Contract” as defined by California Civil Code section 2783, this paragraph shall not be construed to require Contractor Consultant to indemnify or hold City harmless to the extent such suits, causes of action, claims, losses, demands and expenses are caused by the City’s sole negligence, willful misconduct or active negligence. ; Provided further that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from Consultant’s design professional services as defined by California Civil Code section 2782.8, Consultant’s 's indemnity obligations shall be limited to allegations, suits, claims, causes of action, liability, losses, damages, demands or expenses arising out of, pertaining to, or relating to the Consultant’s negligence, recklessness or willful misconduct in the performance of the Contract. 11.2. In addition, Contractor and consistent with the requirements of Section 13.6 below, Consultant agrees to protect, defend, indemnify, keep and hold harmless City, including its Boards, Departments and City’s officers, agents, servants and employees, from and against any and all claims, damages, liabilities, losses and expenses arising out of any threatened, alleged or actual claim that the end product provided to LAWA by Contractor Consultant violates any patent, copyright, trade secret, proprietary right, intellectual property right, moral right, privacy, or similar right, or any other rights of any third party anywhere in the world. Contractor Consultant agrees to, and shall, pay all damages, settlements, expenses and costs, including costs of investigation, court costs and attorney’s fees, and all other costs and damages sustained or incurred by City arising arjsing out of, or relating to, the matters set forth above in this paragraph of the City’s “Hold Harmless” agreement. In Contractor’s defense of the City under this Section, negotiation, compromise, and settlement of any action, the City shall retain discretion in and control of the litigation, negotiation, compromise, settlement, and appeals there from, as required by the Los Angeles City Charter, particularly Article II, Sections 271, 272 and 273 thereof.