Common use of Defense and Indemnity of Third Party Claims/Liability Clause in Contracts

Defense and Indemnity of Third Party Claims/Liability. To the maximum extent allowed by law, <Remove preceding clause for non-design contracts> Consultant shall indemnify, defend with legal counsel approved by City, and hold harmless City, its officers, officials, agents, employees and volunteers from and against all liability including, but not limited to, loss, damage, expense, cost (including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with Consultant’s negligence, recklessness or willful misconduct in the performance of work hereunder or its failure to comply with any of its obligations contained in the Agreement, except such loss or damage which is caused by the sole or active negligence or willful misconduct of City. Should conflict of interest principles preclude a single legal counsel from representing both City and Consultant, or should City otherwise find Consultant’s legal counsel unacceptable, then Consultant shall reimburse City its costs of defense, including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation. The Consultant shall promptly pay City any final judgment rendered against City (and its officers, officials, employees and volunteers) with respect to claims determined by a trier of fact to have been the result of Consultant’s negligent, reckless or wrongful performance. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement. Consultant’s obligations under this section apply regardless of whether or not such claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an Indemnitee. However, without affecting the rights of City under any provision of this Agreement, Consultant shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City’s active negligence accounts for only a percentage of the liability involved, the obligation of the Consultant will be for that entire portion or percentage of liability not attributable to the active negligence of City.

Defense and Indemnity of Third Party Claims/Liability. To the maximum extent allowed by law, <Remove preceding clause for non-design contracts> Consultant Contractor shall indemnify, defend 1997 with legal counsel reasonably approved by City, and hold harmless City, its officers, officials, agents, employees and 1998 volunteers (“City indemnitee”) from and against all liability including, but not limited to, loss, damage, 1999 expense, or cost (including without limitation reasonable legal counsel fees, expert fees and all other costs 2000 and fees of litigation) of every nature arising out of or in connection with ConsultantContractor’s negligence, 2001 recklessness or willful misconduct in the performance of work hereunder or its failure to comply with any of 2002 its obligations contained in the this Agreement, except such loss or damage which is caused by the sole or active 2003 negligence or willful misconduct of City. Should conflict of interest principles preclude a single legal counsel 2004 from representing both City and ConsultantContractor, or should City otherwise find ConsultantContractor’s legal counsel 2005 unacceptable, then Consultant Contractor shall reimburse City its costs of defense, including without limitation 2006 reasonable legal counsel fees, expert fees and all other costs and fees of litigation. The Consultant Contractor shall 2007 promptly pay City any final judgment rendered against City (and its officers, officials, employees and 2008 volunteers) with respect to claims determined by a trier of fact to have been the result of ConsultantContractor’s negligent2009 negligence, reckless recklessness or wrongful performancewillful misconduct in the performance of work hereunder or its failure to comply 2010 with any of its obligations contained in this Agreement. It is expressly understood and agreed that the 2011 foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of 2012 California and will survive termination of this Agreement. Consultant2013 22.02.1 Contractor’s obligations under this section apply regardless of whether or not such 2014 claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or 2015 penalty, or liability was caused in part or contributed to by an a City Indemnitee. However, without affecting the 2016 rights of City under any provision of this Agreement, Consultant Contractor shall not be required to indemnify and hold 2017 harmless City for liability attributable to the active negligence or willful misconduct of City, provided such 2018 active negligence or willful misconduct is determined by agreement between the parties or by findings of a 2019 court of competent jurisdiction. In instances where City is shown to have been actively negligent or guilty of 2020 or willful misconduct and where City’s active negligence or willful misconduct accounts for only a percentage 2021 of the liability involved, the obligation of the Consultant Contractor will be for that entire portion or percentage of liability 2022 not attributable to the active negligence or willful misconduct of City.. 2023 2024 2025 2026

Defense and Indemnity of Third Party Claims/Liability. To the maximum extent allowed by law, <Remove preceding clause for non-design contracts> Consultant Contractor shall indemnify, defend with legal counsel reasonably approved by City, and hold harmless City, its officers, officials, agentsemployees, employees and volunteers from and against all liability including, but not limited to, loss, damage, expense, cost (including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation) of every nature to the extent arising out of or in connection with ConsultantContractor’s negligence, recklessness recklessness, or willful misconduct in the performance of work hereunder or its failure to comply with any of its obligations contained in the Agreement, except such loss or damage which is caused by the sole or active negligence or willful misconduct of City or the City’s failure to perform it obligations under this Agreement. Should conflict of interest principles preclude a single legal counsel from representing both City and ConsultantContractor, or should City otherwise reasonably find ConsultantContractor’s legal counsel unacceptable, then Consultant Contractor shall reimburse City its costs of defense, including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation. The Consultant Contractor shall promptly pay City any final judgment rendered against City (and its officers, officials, employees employees, and volunteers) with respect to claims to the extent determined by a trier of fact to have been the result of ConsultantContractor’s negligent, reckless reckless, or wrongful performance. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement. ConsultantNotwithstanding the foregoing, Contractor shall have no obligation to defend, indemnify or hold the City harmless from any liabilities or claims arising in any way whatsoever out of the City’s withdrawal from the SVSWA, including but not limited to any claims relating to nonpayment of the SVSWA’s bond obligations under this section apply regardless or breach of whether or not such claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an Indemnitee. However, without affecting the rights of City under any provision of this Agreement, Consultant shall not be required to indemnify and hold harmless City for liability attributable City’s solid waste delivery covenants to the active negligence of City, provided such active negligence is determined by agreement between the parties or by findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City’s active negligence accounts for only a percentage of the liability involved, the obligation of the Consultant will be for that entire portion or percentage of liability not attributable to the active negligence of CitySVSWA.

Defense and Indemnity of Third Party Claims/Liability. To the maximum extent allowed by law, <Remove preceding clause for non-design contracts> Consultant Grantee shall indemnify, defend with legal counsel approved by City, and hold harmless City, its officers, officials, agents, employees and volunteers from and against all liability including, but not limited to, loss, damage, expense, cost (including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with ConsultantGrantee’s negligence, recklessness or willful misconduct in the performance of work hereunder or its failure to comply with any of its obligations contained in the Agreement, except such loss or damage which is caused by the sole or active negligence or willful misconduct of City. Should conflict of interest principles preclude a single legal counsel from representing both City and ConsultantGrantee, or should City otherwise find ConsultantGrantee’s legal counsel unacceptable, then Consultant Grantee shall reimburse City its costs of defense, including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation. The Consultant Grantee shall promptly pay City any final judgment rendered against City (and its officers, officials, employees and volunteers) with respect to claims determined by a trier of fact to have been the result of ConsultantGrantee’s negligent, reckless or wrongful performance. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination or expiration of this Agreement. ConsultantGrantee’s obligations under this section apply regardless of whether or not such claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an Indemnitee. However, without affecting the rights of City under any provision of this Agreement, Consultant Grantee shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City’s active negligence accounts for only a percentage of the liability involved, the obligation of the Consultant Grantee will be for that entire portion or percentage of liability not attributable to the active negligence of City.

Defense and Indemnity of Third Party Claims/Liability. To the maximum extent allowed by law, <Remove preceding clause for non-design contracts> Consultant Service Provider shall indemnify, defend with legal counsel approved by City, and hold harmless City, its elected officials, officers, officials, agents, employees and volunteers from and against all liability including, but not limited to, loss, damage, expense, cost (including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with ConsultantService Provider’s negligence, recklessness or willful misconduct in the performance of work hereunder or its failure to comply with any of its obligations contained in the Agreement, except such loss or damage which is caused by the sole or active negligence or willful misconduct of City. Should conflict of interest principles preclude a single legal counsel from representing both City and ConsultantService Provider, or should City otherwise find ConsultantService Provider’s legal counsel unacceptable, then Consultant Service Provider shall reimburse City its costs of defense, including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation. The Consultant Service Provider shall promptly pay City any final judgment rendered against City (and its officers, officials, employees and volunteers) with respect to claims determined by a trier of fact to have been the result of ConsultantService Provider’s negligent, reckless or wrongful performance. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination or expiration of this Agreement. ConsultantService Provider’s obligations under this section apply regardless of whether or not such claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an Indemnitee. However, without affecting the rights of City under any provision of this Agreement, Consultant Service Provider shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City’s active negligence accounts for only a percentage of the liability involved, the obligation of the Consultant Service Provider will be for that entire portion or percentage of liability not attributable to the active negligence of City.

Defense and Indemnity of Third Party Claims/Liability. To the maximum extent allowed by law, <Remove preceding clause for non-design contracts> Consultant Contractor shall indemnify, defend with legal counsel approved by City, and hold harmless City, its officers, officials, agents, employees and volunteers from and against all liability including, but not limited to, loss, damage, expense, cost (including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with Consultant’s Contractor's negligence, recklessness or willful misconduct in the performance of work hereunder or its failure to comply with any of its obligations contained in the Agreement, except such loss or damage which is caused by the sole or active negligence or willful misconduct of the City. Should conflict of interest principles preclude a single legal counsel from representing both City and ConsultantContractor, or should City otherwise find Consultant’s Contractor's legal counsel unacceptable, then Consultant Contractor shall reimburse the City its costs of defense, including without limitation reasonable legal counsel counsels’ fees, expert fees and all other costs and fees of litigation. The Consultant Contractor shall promptly pay City any final judgment rendered against the City (and its officers, officials, employees and volunteers) with respect to claims determined by a trier tier of fact to have been the result of Consultant’s the Contractor's negligent, reckless or wrongful performance. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement. Consultant’s Contractor obligations under this section apply regardless of whether or not such claim, charge, charge damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an Indemnitee. However, without affecting the rights of City under any provision of this Agreement, Consultant Contractor shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City’s 's active negligence accounts for only a percentage of the liability involved, the obligation of the Consultant Contractor will be for that entire portion or percentage of liability not attributable to the active negligence of City. Nonwaiver. City does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by City, or the deposit with City, of any insurance certificates or policies.