City’s Obligation to Indemnify. To the extent permitted by law and within the limitations of the Tort Claims Act and the Oregon Constitution, the City shall defend, save, hold harmless, and indemnify the Metro and their respective officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities, costs and expenses of any nature whatsoever, including attorneys fees, resulting from, arising out of, or relating to the activities of the City or its officers, employees, subcontractors, or agents under this Agreement. The City shall have control of the defense and settlement of any claim that is subject to this paragraph. However, neither the City nor any attorney engaged by the City shall defend the claim in the name of the Metro or any department of Metro, nor purport to act as legal representative of Metro or any of their respective Department, without first receiving from the Metro Attorney, authority to act as legal counsel for Metro, nor shall the City settle any claim on behalf of either entity without the approval of the Metro Attorney. Metro may, at its election and expense, assume its own defense and settlement.
City’s Obligation to Indemnify. As a material inducement to Developer to enter into this Agreement, the City hereby unconditionally and irrevocably covenants and agrees to indemnify, defend and hold harmless Developer, its successors and assigns, and all of its and their officers, directors, shareholders, beneficial owners, trustees, partners, affiliates, agents and employees (collectively, “Developer Indemnitees”) against any and all Losses incurred in connection with any claim against any and all Developer Indemnitees that results from or arises out of any act or omission of City constituting negligence, intentional misconduct, or breach of this Agreement. The City further covenants and agrees to make full and timely payment to each and every Developer Indemnitee of any expenses (including reasonable attorneys’ fees and costs and expenses) the Developer Indemnitee may incur in the enforcement of this section against the City. This indemnity shall remain in full force and effect notwithstanding any amendment, modification, renewal, expiration, or termination of this Agreement.
City’s Obligation to Indemnify. To the extent permitted by law and within the limitations of the Tort Claims Act, City shall defend, save, hold harmless, and indemnify Metro, and their respective officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities, costs and expenses of any nature whatsoever, including attorneys fees, resulting from, arising out of, or relating to the activities of City or its officers, employees, subcontractors, or agents under this Agreement. City shall have control of the defense and settlement of any claim that is subject to this paragraph. However, neither City nor any attorney engaged by City shall defend the claim in the name of Metro or any department of Metro, nor purport to act as legal representative of Metro or any of their respective departments, without first receiving from the Metro Attorney, as applicable, authority to act as legal counsel for Metro, nor shall City settle any claim on behalf of Metro without the approval of the Metro Attorney, as applicable. Metro may, at their respective election and expense, assume its own defense and settlement.
