City Indemnity Clause Samples

City Indemnity. Subject to Article 17.4, the City covenants to defend, indemnify and save harmless the Operator from and against any and all Claims of any nature whatsoever and howsoever caused by the City resulting from or relating to: (a) Any breach, violation or non-performance by the City of this Agreement; (b) Any negligent acts or omissions by the City; (c) Any inaccuracy in or breach of any of the representations or warranties contained in this Agreement; and (d) All costs, expenses and legal fees (on a substantial indemnity basis) that may be incurred or paid by the Operator in enforcing this Agreement and/or that may be incurred or paid by the Operator in connection with any Claim action, suit or proceeding with respect to a matter for which the City is obligated to indemnify the Operator pursuant to this Article.

City Indemnity. City is responsible for using the proceeds of a portion of the AHSC Grant proceeds in the aggregate amount of [$ ], and other funds 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 Partnership, AC Transit and Developer, and their respective affiliates, directors, officers, partners, members, agents and employees (each, an “Indemnified Party”) against any and all claims, actions, suits, causes of action, losses, liabilities, injuries, costs, damages, or expenses (collectively, “Claims”), including, without limitation, any direct loss, liability, damage, or expense, court costs and reasonable attorneys’ fees, arising out of or in connection with the City’s 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 set forth on Exhibit A attached hereto, and to otherwise perform any covenants, set forth in the AHSC Documents. However, in no event shall an Indemnified Party be indemnified hereunder for any Claims resulting from such party’s negligence or willful misconduct. City agrees to pay all of the Indemnified Parties’ costs and expenses, including reasonable 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 Indemnified Party in any legal action, reference or arbitration proceeding brought by HCD or other third party.

City Indemnity. Subject to the conditions and limitations of the Oregon Tort Claims Act (OTCA) and the Oregon Constitution, the City shall indemnify and hold harmless the County, and their officers, agents and employees, or any of them from any and all claims, actions, suits, loss, costs, expenses, and damages of any nature whatsoever, by any reason or arising out of any act or omission of the City, its officers, agents and employees, or any of them relating to or arising out of performing services described in this Agreement. In the event that any suit based upon such a claim, action, loss, or damages is brought against the County, and/or their officers, agents and employees, or any of them, or jointly against the Parties and their respective officers agents and employees, or any of them, the City shall satisfy the same.

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 ▇▇▇▇▇ 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. 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 14.18 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, ▇▇▇▇▇▇, transporter or disposer of, or otherwise responsible for, any such Environmental Conditions.

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. The contractor shall defend, indemnify and hold the City, its elected officers, employees and agents, harmless from and against any and all actions, damages, loses, causes of action, and liability imposed or claimed relating to the injury or death of any person or damage to any property, including attorney's fees and other legal expenses, arising directly or indirectly from any act or omission of the Contractor in performing its services hereunder.

City Indemnity. City will indemnify, defend and hold harmless Developer for, from and against any and all Claims suffered or incurred by Developer resulting from or arising out of the use of or activities on the Easement Area by City or its Permittees, except to the extent caused by the negligence or willful misconduct of Developer, as established by a court of competent jurisdiction.

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.