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. 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. 5.1. 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 Champion Fire Systems Inc. Contract for FLSS Test/Repair 9-10-2015-BCO-Kdrv. 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. 5.2. 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. 5.3. 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, 272 271,272 and 273 thereof. 5.4. Survival of Indemnities, The provisions of this Section shall survive the termination of this Agreement.

City Held Harmless. To In addition to the requirements of Section 11.1 (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 City’s Boards, officers, agents, employees, assigns and successors in interest from and against any and all 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 “Claims”) arising out of or expenses in connection with (includingi) the entry upon, but not limited touse or occupancy of the Airport or the performance of this Agreement by Contractor or any of the Contractor Parties, attorney(ii) any acts or omissions of Contractor or any of the Contractor Parties, and (iii) any default in the performance of Contractor’s fees obligations under this Agreement. The foregoing defense and costs indemnification obligations of litigation)Contractor shall include, without limitation, all Claims claimed by anyone (including Contractor and/or Contractor’s agents or employeesand the Contractor Parties) by reason of injury to, or death of, any person(s) (including Contractor and/or Contractor’s agents or employeesand the Contractor Parties), or all Claims for damage to, or destruction of, any property (including property of Contractor and/or Contractor’s agents or employeesand the Contractor Parties) or and all Claims for any and all other losses, losses founded upon or alleged to arise out of, pertain to, or relate to the Contractor’s and/or Sub-Contractor’s the Contractor Parties’ performance of the Contractthis Agreement. The foregoing defense and indemnification obligations of Contractor shall apply to all Claims, whether or not contributed to by any act or omission of City, City or of any of City’s Boards, officers, agents or employeesCity Agents; Providedprovided, however, that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise Claim arises from or relate relates 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 Claim is caused by the City’s sole negligence, willful misconduct or active negligence; and provided, further, that where such Claim arises from Contractor’s design professional services as defined by California Civil Code section 2782.8, Contractor’s indemnity obligations shall be limited to claims arising out of, pertaining to, or relating to Contractor’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 its BoardsBoard, Departments and City’s officers, agents, servants and employees, City Agents from and against any and all claims, damages, liabilities, losses and expenses Claims arising out of any threatened, alleged or actual claim that the end product provided to LAWA City by Contractor violates any patent, copyright, trade secret, proprietary right, intellectual property right, moral right, privacy, privacy or similar right, or any other rights of any third party anywhere in the world. Contractor agrees to, and shallshall pay, pay all damages, settlements, expenses and costscosts (including, including without limitation, costs of investigation, court costs and attorney’s attorneys’ fees), and all other costs and damages sustained or incurred by City arising out of, or relating to, the matters set forth above any Claim referred to in this paragraph of the City’s “Hold Harmless” agreementparagraph. In Contractor’s defense of the City under this Section, 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. To 6.1 In addition to the requirements of Section 17, Insurance herein, Contractor shall, 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 its employees’ or agents’) and/or Sub-Contractor’s (and/or its employees’ or agents’) 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. If applicable, however, that (a) 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. ; and/or (b) where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from Contractor’s design professional services as defined by California Civil Code section 2782.8, Contractor’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 Contractor’s negligence, recklessness or willful misconduct in the performance of the Contract. 6.2 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. . 6.3 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. To In addition to the requirements of Section 11.1 (Insurance) above, to the fullest extent permitted by law, Contractor Operator shall defendindemnify, indemnify defend (with counsel satisfactory to City), keep and hold City, City Agents and their successors and assigns 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, 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 “Claims”) arising out of or expenses in connection with (includingi) the entry upon, but not limited touse or occupancy of the Facilities or the Airports or the performance of this Agreement by Operator or any of the Operator Parties, attorney(ii) any acts or omissions of Operator or any of the Operator Parties, and (iii) any default in the performance of Operator’s fees obligations under this Agreement. The foregoing defense, indemnification and costs hold harmless obligations of litigation)Operator shall include, without limitation, all Claims claimed by anyone (including Contractor and/or Contractor’s agents or employeesOperator and the Operator Parties) by reason of injury to, or death of, any person(s) (including Contractor and/or Contractor’s agents or employeesOperator and the Operator Parties), or all Claims for damage to, or destruction of, any property (including property of Contractor and/or Contractor’s agents or employeesOperator and the Operator Parties) or and all Claims for any and all other losses, losses founded upon or alleged to arise out of, pertain to, or relate to the ContractorOperator’s and/or Sub-Contractor’s the Operator Parties’ performance of the Contractthis Agreement. The foregoing defense, indemnification and hold harmless obligations of Operator shall apply to all Claims, whether or not contributed to by any act or omission of City, City or of any of City’s Boards, officers, agents or employeesCity Agents; Providedprovided, however, that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise Claim arises from or relate relates to ContractorOperator’s performance of a “Construction Contract” as defined by California Civil Code section 2783, this paragraph shall not be construed to require Contractor Operator to indemnify or hold City harmless to the extent such suits, causes of action, claims, losses, demands and expenses are Claim is caused by the City’s sole negligence, willful misconduct or active negligence; and provided, further, that where such Claim arises from Operator’s design professional services as defined by California Civil Code section 2782.8, Operator’s indemnity obligations shall be limited to Claims arising out of, pertaining to, or relating to Operator’s negligence, recklessness or willful misconduct in the performance of such services. In additionAdditionally, Contractor Operator agrees to protect, defend, indemnify, keep and hold harmless City, including its Boards, Departments City and City’s officers, agents, servants and employeesCity Agents, from and against any and all claims, damages, liabilities, losses and expenses Claims arising out of any threatened, alleged or actual claim that the any end product provided to LAWA the City by Contractor violates Operator or the Operator’s Proposal, infringes any party’s invention (patentable or not), patent, trademark, service marks, trade dress, copyright, trade secret, proprietary right, intellectual property right, moral right, privacy, or similar sui generis right, or any other intellectual property rights, including, ideas, concepts, themes, processes, methods, algorithms, other proprietary information or intangible rights of any third party anywhere in the world(herein referred to collectively as “Intellectual Property Rights”). Contractor Operator further 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 paragraph. Should Operator reasonably believe that (1) any of the City’s “Hold Harmless” agreement. In Contractor’s defense Work Products allegedly or actually infringes or is likely to infringe on any third party Intellectual Property Rights, or (2) any of the licenses procured on behalf of the City under this Agreement is to expire, to be terminated or enjoined sooner than the term procured for, Operator shall immediately notify City of such alleged, actual or potential infringement or license status. Upon City’s request, Operator shall, at Operator’s own expense: (i) procure for the City the right or license to continue using the intellectual property at issue; or (ii) replace the intellectual property at issue with a functionally equivalent, non-infringing product, if practicable. Exercise of the foregoing options shall not cause undue business interruption to the City or its agents/consultants, or diminish the intended benefits and use of the Work Products by the City or its agents/consultants under the specifications herein. In addition, Operator agrees to defend, indemnify and hold harmless City and City Agents from and against any and all Claims, made by anyone arising out of any allegations in connection with Operator’s use of any of its employees and/or subcontractors and/or consultants working under this Agreement or in connection with Operator’s Proposal, including but not limited to allegations for tortious interference with contractual relations, aiding and abetting, unjust enrichment, and violations of any party’s Intellectual Property Rights. Operator agrees to, and shall, pay all such 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. In Operator’s defense of 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, 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 11.2 shall survive the expiration or termination of this Agreement. Further, the rights and remedies are cumulative of those provided for elsewhere in this Agreement and those allowed under the laws of the United States, the State of California, and the City of Los Angeles.