City Indemnity. To the extent permitted by law, and pursuant to Government Code Section 895.4, City shall defend, with counsel acceptable to County, indemnify and save harmless the County and all County officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injuries to or death of any person or damage to property resulting from anything done or omitted to be done by City and its contractors under or in connection with any work, authority or jurisdiction delegated to City under this Agreement; provided, however, that City is not required to indemnify County for the proportion of liability a court determines is attributable to the sole negligence or willful misconduct of County, its officers or employees. This provision will survive the expiration or termination of this Agreement.
City Indemnity. In consideration of the Developer becoming a co-xxxxxx to the Standard Agreement, except for the gross negligence, fraud, active negligence or willful misconduct of the Developer, or any of its boards, officers, agents, employees, assigns and successors in interest, City undertakes and agrees to defend, indemnify and hold harmless the Developer and any of its affiliates, partners, officers, agents, employees, assigns, and successors in interest from and against all suits and causes of action, claims, losses, demands and expenses, including, but not limited to, reasonable attorney's fees (both in house and outside counsel) and cost of litigation (including all actual litigation costs incurred by the Developer, including but not limited to, costs of experts and consultants), damages or liability of any nature whatsoever, for death or injury to any person, including Developer's employees and agents, or damage or destruction of any property of either party hereto, or of third parties, arising in any manner by reason of any material breach by the City of its duty under the IIG grant documents and the Standard Agreement, Disbursement Agreement and Covenant, and other IIG Program agreements relating to the Project and/or the negligent acts, errors, omissions or willful misconduct incident to the performance of the construction of IIG funded activities as outlined in Exhibit A under this Agreement by the City or City subcontractors of any tier. Rights and remedies available to the Developer under this provision are cumulative of those provided for elsewhere in this Contract and those allowed under the laws of the United States, the State of California, and the City.
City Indemnity. City is responsible for using the proceeds of a portion of the AHSC Grant proceeds in the aggregate amount of $3,100,000, and other funds as documented in the AHSC Application, to fund the East Bay Greenway in accordance with the AHSC Standard Agreements. City shall indemnify, defend, protect, and hold harmless the AC Transit and its affiliates, directors, officers, partners, members, agents and employees (each, an “AC Transit Indemnified Party”) against any and all Claims, including, without limitation, any direct, indirect or consequential loss, liability, damage, or expense, court costs and attorneys’ fees, arising out of or in connection with City’s, and its agents, contractors and consultants’, performance of or failure to perform its obligations to complete construction and development of the East Bay Greenway, in the manner and within the time periods, and to otherwise perform any covenants, set forth in the AHSC Documents. However, in no event shall the AC Transit Indemnified Party be indemnified hereunder for any Claims resulting from such party’s sole negligence or willful misconduct. City agrees to pay all of the costs and expenses of the AC Transit Indemnified Party, including attorneys’ fees, which may be incurred in any effort to enforce any term of this Agreement, including, but not limited to, all such costs and expenses which may be incurred by any AC Transit Indemnified Party in any legal action, reference or arbitration proceeding brought by HCD or other third party. City and AC Transit shall also each be referred to in this Agreement as an “Indemnitor.”
City Indemnity. Pursuant to California Government Code Section 895.4, City shall indemnify, defend with counsel approved in writing and hold harmless County, its elected officials, board members, officers, agents, employees and authorized volunteers from and against any and all claims, damages, demands, liability, costs, losses and expenses, including, without limitation, court costs, reasonable attorneys’ fees, and expert witness fees, arising our of, in connection with or in any way related to the negligence and willful misconduct of the City relating to this Agreement.
City Indemnity. To the extent that the Construction Manager or the Subcontractors are not in violation of Subsection 2.1(L) below and to the extent sufficient appropriations are made pursuant to Section 14.17 below, the City shall indemnify, defend and hold harmless the Construction Manager, the Subcontractors, and the directors, officers, agents and employees of each (the “Construction Manager Indemnitees”), for, from and against any Environmental Damages asserted against or sustained by such parties as a result of any of the Construction Manager Indemnities being deemed or determined to be a generator, arranger, owner, operator, treater, xxxxxx, transporter or disposer of, or otherwise responsible for, any such Environmental Conditions.
City Indemnity. City shall fully release, indemnify, hold harmless and defend the JPB, its member agencies (the San Mateo County Transit District, the City and County of San Francisco, and the Santa Xxxxx Valley Transportation Authority), TransitAmerica Service Inc. (“TASI”), Union Pacific Railroad Company, and/or their respective officers, directors, employees, contractors and agents (collectively, “JPB Indemnitees”) from and against all liability, claims, suits, sanctions, costs or expenses for injuries to or death of any person (including, but not limited to, the passengers, employees and contractors of Railroad), and damage to or loss of property arising out of or resulting from any negligent act or omission by City, its agents, employees, contractors or subcontractors in the maintenance of the City Improvements or in the performance of any other obligation in this Agreement. City’s obligation to defend shall include the payment of all reasonable attorneys fees and all other costs and expenses of suit. If any judgment is rendered against any JPB Indemnitee, City shall, at its expense, satisfy and discharge the same, so long as said claim has been timely tendered to the City without prejudice to City’s rights and/or abilities to undertake a defense of said claim.
City Indemnity. The City hereby agrees to indemnify, hold harmless and defend (by counsel of Xxxxxxxx’ choice) Xxxxxxxx, their employees, agents, heirs, successors and assigns from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action requirements, enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including but not limited to reasonable attorneys’ fees and expenses), arising directly or indirectly, in whole or in part, out of (a) the presence on or under the Parcels of any Hazardous Materials, or any releases or discharges of any Hazardous Materials on, under, or from the Parcels, or (b) any activity carried on or undertaken on or off the Parcels, whether prior to the Exchange or during the period when the City continues to use the Parcels, and whether by the City or any predecessor in title or any employees, agents, contractors or subcontractors of the City or any predecessor in title, or any third persons occupying or present on the Parcels, in connection with the handling, treatment, removal, storage, decontamination, clean-up, transport or disposal of any Hazardous Materials located or present on or under the Parcels. The foregoing indemnity shall further apply to any residual contamination on or under the Parcels, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with applicable laws, regulations, codes and ordinances. The City hereby acknowledges and agrees that, notwithstanding any other provision of the Exchange Agreement, this Environmental Indemnity or any of the other document to the contrary, the obligations of the City shall be its unlimited obligation. Notwithstanding the foregoing, the preceding indemnity shall not apply to any release or discharge of Hazardous Materials which occurs after the Parcels have been conveyed to Xxxxxxxx and the City has ceased to make any use of the Parcels, unless the release or discharge is the result of the activities of the City, its employees, agents, contractors or subcontractors.
City Indemnity. The City will release, defend, indemnify, protect, and hold harmless the County and the County’s officers, agents, representatives, employees, consultants, and contractors from and against any and all claims, actions, administrative proceedings, judgments, damages, penalties, fines, costs, liabilities, interests, or losses, including costs, expenses, and attorneys’ fees, arising out of or as a result of the use, operation, construction, reconstruction, repair, maintenance, modification, replacement, and improvement of the Project or the License Property by the City or the City’s officers, agents, representatives, employees, consultants, or contractors, or any of the City’s other invitees; any entry upon, use of, or access, ingress, and egress upon, over, or across the License Property by the City or the City’s officers, agents, representatives, employees, consultants, and contractors, or any of the City’s other invitees; or any act, error, or omission of the City or the City’s officers, agents, representatives, employees, consultants, contractors, or any of the City’s other invitees, including any failure to perform under this Agreement.
City Indemnity. The City shall indemnify, defend and hold harmless the Housing Authority and its commissioners, members, officers, and their affiliates from any loss, cost, damage, claim, demand, suit, liability, judgment and expense (including reasonable attorney fees actually incurred and other costs of litigation) arising out of or relating to any injury, disease, death of persons, or damage to or loss of property resulting in whole or in part from any material breach of this Agreement or willful misconduct by the City, its councilmembers, directors, officers, agents and employees arising or occurring after the Effective Date.
City Indemnity. The City shall indemnify, defend and hold harmless Consumers Energy, and its officers, directors, employees and agents, from and against any and all causes of action, liabilities, losses, claims, demands, damages, penalties, fines, charges, interest, costs, expenses or orders (including, without limitation, attorney and consultant fees and expenses, including court costs and litigation expenses) related to the Development or the Project Site to the extent proximately caused by City’s (i) negligence, (ii) willful misconduct or (iii) violation of law or regulation.
