Common use of City Held Harmless Clause in Contracts

City Held Harmless. 3.1 In addition to the requirements of Section 2, Insurance herein, Licensee shall, to the fullest extent permitted by law, defend, indemnify and hold harmless City and any and all of its boards, commissioners, officers, directors, agents, employees, assigns and successors in interest (collectively “City Defendants”) from and against any and all allegations, suits, claims, causes of action, liability, losses, damages, demands or expenses (including, but not limited to, attorney’s fees and costs of litigation) (collectively “Claims”), prosecuted by anyone (including Licensee and/or Licensee’s agents, former and current employees, or competitors) by reason of, arising out of, related to, connected with or pertaining to (1) injury to, or death of, any person(s) (including Licensee and/or Licensee’s agents or employees), or (2) damage to, or destruction of, any property (including property of Licensee and/or Licensee’s agents or employees), or (3) Licensee’s (and/or its employees’ or agents’) and/or Sublicensee’s (and/or its employees’ or agents’) performance of the Contract, or (4) City’s selection of Licensee over its competitors as the awardee of this License; whether or not contributed to by any act or omission of City, or of any of City’s Boards, officers, agents or employees. If applicable, (a) where such Claims arise from or relate to Licensee’s performance of a “Construction Contract” as defined by California Civil Code Section 2783, this paragraph shall not be construed to require Licensee to indemnify or hold City harmless to the extent such Claims are caused by the City’s sole negligence, willful misconduct or active negligence; and/or (b) where such Claims arise from Licensee’s design professional services as defined by California Civil Code Section 2782.8, Licensee’s indemnity obligations shall be limited to Claims arising out of, pertaining to, or relating to the Licensee’s negligence, recklessness or willful misconduct in the performance of the Contract. 3.2 In Licensee’s defense of the City, including but not limited to the 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. 3.1 In addition to the requirements of Section 2, Insurance herein, Licensee shall, to the fullest extent permitted by law, defend, indemnify and hold harmless City and any and all of its boards, commissioners, officers, directors, agents, employees, assigns and successors in interest (collectively “City Defendants”) from and against any and all allegations, suits, claims, causes of action, liability, losses, damages, demands or expenses (including, but not limited to, attorney’s fees and costs of litigation) (collectively “Claims”), prosecuted by anyone (including Licensee and/or Licensee’s agents, former and current employees, or competitors) by reason of, arising out of, related to, connected with or pertaining to (1) injury to, or death of, any person(s) (including Licensee and/or Licensee’s agents or employees), or (2) damage to, or destruction of, any property (including property of Licensee and/or Licensee’s agents or employees), or (3) Licensee’s (and/or its employees’ or agents’) and/or Sublicensee’s (and/or its employees’ or agents’) performance of the Contract, or (4) City’s selection of Licensee over its competitors as the awardee of this License; whether or not contributed to by any act or omission of City, or of any of City’s Boards, officers, agents or employees. If applicable, (a) where such Claims arise from or relate to Licensee’s performance of a “Construction Contract” as defined by NELA-Transportation Network Companies (TNCs) 7-15-15/ NAK / k drive v8 California Civil Code Section 2783, this paragraph shall not be construed to require Licensee to indemnify or hold City harmless to the extent such Claims are caused by the City’s sole negligence, willful misconduct or active negligence; and/or (b) where such Claims arise from Licensee’s design professional services as defined by California Civil Code Section 2782.8, Licensee’s indemnity obligations shall be limited to Claims arising out of, pertaining to, or relating to the Licensee’s negligence, recklessness or willful misconduct in the performance of the Contract. 3.2 In Licensee’s defense of the City, including but not limited to the 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. 3.1 In addition to the requirements of Section 2, Insurance herein, Licensee shall11.1 (Insurance) above, to the fullest extent permitted by law, Contractor shall indemnify, defend, indemnify keep and hold City, including LAWA, Board, and City Agents and their successors and assigns, harmless City and any and all of its boards, commissioners, officers, directors, agents, employees, assigns and successors in interest (collectively “City Defendants”) from and against any and all allegations, suits, claimsactions, causes of action, liabilitycharges, claims, costs, damages, demands, expenses (including attorneys’ fees, costs of court and expenses incurred), fines, judgments, liabilities, liens, losses, damagesor penalties of every kind and nature whatsoever (collectively, demands or expenses (including, but not limited to, attorney’s fees and costs of litigation) (collectively “Claims”)) arising out of or in connection with (i) the entry upon, prosecuted use or occupancy of the Airport or the performance of this Agreement by Contractor or any of the Contractor Parties, (ii) any acts or omissions of Contractor or any of the Contractor Parties, and (iii) any default in the performance of Contractor’s obligations under this Agreement. The foregoing defense and indemnification obligations of Contractor shall include, without limitation, all Claims claimed by anyone (including Licensee and/or Licensee’s agents, former Contractor and current employees, or competitorsthe Contractor Parties) by reason of, arising out of, related to, connected with or pertaining to (1) of injury to, or death of, any person(s) (including Licensee and/or Licensee’s agents or employeesContractor and the Contractor Parties), or (2) all Claims for damage to, or destruction of, any property (including property of Licensee and/or Licensee’s agents Contractor and the Contractor Parties) and all Claims for any and all other losses founded upon or employees)alleged to arise out of, pertain to, or (3) Licenseerelate to Contractor’s (and/or its employeesthe Contractor Parties’ or agents’) and/or Sublicensee’s (and/or its employees’ or agents’) performance of the Contractthis Agreement. The foregoing defense and indemnification obligations of Contractor shall apply to all Claims, or (4) City’s selection of Licensee over its competitors as the awardee of this License; whether or not contributed to by any act or omission of CityCity or any City Agents; provided, or of any of City’s Boardshowever, officers, agents or employees. If applicable, (a) that where such Claims arise Claim arises from or relate relates to LicenseeContractor’s performance of a “Construction Contract” as defined by California Civil Code Section section 2783, this paragraph shall not be construed to require Licensee Contractor to indemnify or hold City harmless to the extent such Claims are Claim is caused by the City’s sole negligence, willful misconduct or active negligence; and/or (b) and provided, further, that where such Claims arise Claim arises from LicenseeContractor’s design professional services as defined by California Civil Code Section section 2782.8, LicenseeContractor’s indemnity obligations shall be limited to Claims claims arising out of, pertaining to, or relating to the LicenseeContractor’s negligence, recklessness or willful misconduct in the performance of such services. In addition, Contractor agrees to protect, defend, indemnify, keep and hold harmless City, including Board, and City Agents from and against any and all Claims arising out of any threatened, alleged or actual claim that the Contract. 3.2 end product provided to City by Contractor violates any patent, copyright, trade secret, proprietary 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, without limitation, costs of investigation, court costs and attorneys’ fees), and all other costs and damages sustained or incurred by City arising out of, or relating to, any Claim referred to in this paragraph. In LicenseeContractor’s defense of the CityCity under this Section, including but not limited to the negotiation, compromise, compromise and settlement of any actionClaim, the City shall retain discretion in and control of the litigation, negotiation, compromise, settlement, settlement and appeals there fromtherefrom, as required by the Los Angeles City Charter, Charter (particularly Article II, Sections 271, 272 and 273 thereof). The provisions of this Section 12.2 shall survive the expiration or termination of this Agreement.

City Held Harmless. 3.1 In addition to the requirements of Section 2, Insurance herein, Licensee shall, to 14.1 To the fullest extent permitted by law, Contractor shall defend, indemnify and hold harmless City and any and all of its boards, commissionersCity’s Boards, officers, directors, agents, employees, assigns and successors in interest (collectively “City Defendants”) from and against any and all allegations, suits, claims, causes of action, liability, losses, damages, demands or expenses (including, but not limited to, attorney’s fees and costs of litigation) (collectively “Claims”), prosecuted claimed by anyone (including Licensee Contractor and/or LicenseeContractor’s agents, former and current agents or employees, or competitors) by reason of, arising out of, related to, connected with or pertaining to (1) of injury to, or death of, any person(s) (including Licensee Contractor and/or LicenseeContractor’s agents or employees), or (2) for damage to, or destruction of, any property (including property of Licensee Contractor and/or LicenseeContractor’s agents or employees)) or for any and all other losses, founded upon or alleged to arise out of, pertain to, or (3) Licenseerelate to the Contractor’s (and/or its employees’ or agents’) and/or SublicenseeSub-Contractor’s (and/or its employees’ or agents’) performance of the Contract, or (4) City’s selection of Licensee over its competitors as the awardee of this License; whether or not contributed to by any act or omission of City, or of any of City’s Boards, officers, agents or employees. If applicable; provided, (a) however, that where such Claims suits, claims, causes of action, liability, losses, damages, demands or expenses arise from or relate to LicenseeContractor’s performance of a “Construction Contract” as defined by California Civil Code Section section 2783, this paragraph shall not be construed to require Licensee Contractor to indemnify or hold City harmless to the extent such Claims suits, causes of action, claims, losses, demands and expenses are caused by the City’s 's sole negligence, willful misconduct or active negligence; and/or (b) provided further that where such Claims suits, claims, causes of action, liability, losses, damages, demands or expenses arise from LicenseeContractor’s design professional services as defined by California Civil Code Section section 2782.8, LicenseeContractor’s indemnity obligations shall be limited to Claims allegations, suits, claims, causes of action, liability, losses, damages, demands or expenses arising out of, pertaining to, or relating to the LicenseeContractor’s negligence, recklessness or willful misconduct in the performance of the Contract. 3.2 14.2 In Licenseeaddition, 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 CityCity under this Section, including but not limited to the 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. 3.1 5.1 In addition to the requirements of Section 24, Insurance herein, Licensee shall, to the fullest extent permitted by law, defend, indemnify and hold harmless City and any and all of its boards, commissioners, officers, directors, agents, employees, assigns and successors in interest (collectively “City Defendants”) from and against any and all allegations, suits, claims, causes of action, liability, losses, damages, demands or expenses (including, but not limited to, attorney’s fees and costs of litigation) (collectively “Claims”), prosecuted by anyone (including Licensee and/or Licensee’s agents, former and current employees, or competitors) by reason of, arising out of, related to, connected with or pertaining to (1) injury to, or death of, any person(s) (including Licensee and/or Licensee’s agents or employees), or (2) damage to, or destruction of, any property (including property of Licensee and/or Licensee’s agents or employees), or (3) Licensee’s (and/or its employees’ or agents’) and/or Sublicensee’s (and/or its employees’ or agents’) performance of the Contract, or (4) City’s selection of Licensee over its competitors as the awardee of this License; whether or not contributed to by any act or omission of City, or of any of City’s Boards, officers, agents or employees. If applicable, (a) where such Claims arise from or relate to Licensee’s performance of a “Construction Contract” as defined by California Civil Code Section 2783, this paragraph shall not be construed to require Licensee to indemnify or hold City harmless to the extent such Claims are caused by the City’s sole negligence, willful misconduct or active negligence; and/or (b) where such Claims arise from Licensee’s design professional services as defined by California Civil Code Section 2782.8, Licensee’s indemnity obligations shall be limited to Claims arising out of, pertaining to, or relating to the Licensee’s negligence, recklessness or willful misconduct in the performance of the Contract. 3.2 5.2 In Licensee’s defense of the City, including but not limited to the 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. 3.1 In addition to the requirements of Section 2, Insurance herein, Licensee shall, to 11.1 To the fullest extent permitted by law, Consultant shall defend, indemnify and hold harmless City and any and all of its boards, commissionersCity’s Boards, officers, directors, agents, employees, assigns and successors in interest (collectively “City Defendants”) from and against any and all allegations, suits, claims, causes of action, liability, losses, damages, demands or expenses (including, but not limited to, attorney’s fees and costs of litigation) (collectively “Claims”), prosecuted claimed by anyone (including Licensee Consultant and/or LicenseeConsultant’s agents, former and current agents or employees, or competitors) by reason of, arising out of, related to, connected with or pertaining to (1) of injury to, or death of, any person(s) (including Licensee Consultant and/or LicenseeConsultant’s agents or employees), or (2) for damage to, or destruction of, any property (including property of Licensee Consultant and/or LicenseeConsultant’s agents or employees)) or for any and all other losses, founded upon or alleged to arise out of, pertain to, or (3) Licenseerelate to the Consultant’s (and/or its employees’ or agents’) and/or SublicenseeSub-Consultant’s (and/or its employees’ or agents’) performance of the Contract, or (4) City’s selection of Licensee over its competitors as the awardee of this License; whether or not contributed to by any act or omission of City, or of any of City’s Boards, officers, agents or employees. If applicable; Provided, (a) however, that where such Claims suits, claims, causes of action, liability, losses, damages, demands or expenses arise from or relate to LicenseeConsultant’s performance of a “Construction Contract” " as defined by California Civil Code Section section 2783, this paragraph shall not be construed to require Licensee Consultant to indemnify or hold City harmless to the extent such Claims suits, causes of action, claims, losses, demands and expenses are caused by the City’s sole negligence, willful misconduct or active negligence; and/or (b) Provided further that where such Claims suits, claims, causes of action, liability, losses, damages, demands or expenses arise from LicenseeConsultant’s design professional services as defined by California Civil Code Section section 2782.8, LicenseeConsultant’s indemnity obligations shall be limited to Claims allegations, suits, claims, causes of action, liability, losses, damages, demands or expenses arising out of, pertaining to, or relating to the LicenseeConsultant’s negligence, recklessness or willful misconduct in the performance of the Contract. 3.2 In Licensee’s defense of the City, including but not limited to the 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. 3.1 In addition to the requirements of Section 2, Insurance herein, Licensee shall, to 11.1. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold harmless City and any and all of its boards, commissionersCity’s Boards, officers, directors, agents, employees, assigns and successors in interest (collectively “City Defendants”) from and against any and all allegations, suits, claims, causes of action, liability, losses, damages, demands or expenses (including, but not limited to, attorney’s fees and costs of litigation) (collectively “Claims”), prosecuted claimed by anyone (including Licensee Consultant and/or LicenseeConsultant’s agents, former and current agents or employees, or competitors) by reason of, arising out of, related to, connected with or pertaining to (1) of injury to, or death of, any person(s) (including Licensee Consultant and/or LicenseeConsultant’s agents or employees), or (2) for damage to, or destruction of, any property (including property of Licensee Consultant and/or LicenseeConsultant’s agents or employees)) or for any and all other losses, founded upon or alleged to arise out of, pertain to, or (3) Licenseerelate to the Consultant’s (and/or its employees’ or agents’) and/or SublicenseeSub-Consultant’s (and/or its employees’ or agents’) performance of the Contract, or (4) City’s selection of Licensee over its competitors as the awardee of this License; whether or not contributed to by any act or omission of City, or of any of City’s Boards, officers, agents or employees. If applicable; Provided, (a) however, that where such Claims suits, claims, causes of action, liability, losses, damages, demands or expenses arise from or relate to LicenseeConsultant’s performance of a “Construction Contract” as defined by California Civil Code Section section 2783, this paragraph shall not be construed to require Licensee Consultant to indemnify or hold City harmless to the extent such Claims suits, causes of action, claims, losses, demands and expenses are caused by the City’s sole negligence, willful misconduct or active negligence; and/or (b) Provided further that where such Claims suits, claims, causes of action, liability, losses, damages, demands or expenses arise from LicenseeConsultant’s design professional services as defined by California Civil Code Section section 2782.8, Licensee’s Consultant's indemnity obligations shall be limited to Claims allegations, suits, claims, causes of action, liability, losses, damages, demands or expenses arising out of, pertaining to, or relating to the LicenseeConsultant’s negligence, recklessness or willful misconduct in the performance of the Contract. 3.2 11.2. In Licenseeaddition, 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 defense 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 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. 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 arjsing out of, or relating to, the matters set forth above in this paragraph of the City, including but not limited to the 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’s “Hold Harmless” agreement.