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

Defense and Indemnity of Third Party Claims/Liability. Contractor shall indemnify, defend 1997 with legal counsel reasonably approved by City, and hold harmless City, its officers, officials, 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 Contractor’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 this Agreement, except such loss or damage which is caused by the active 2003 negligence or willful misconduct of City. Should conflict of interest principles preclude a single legal counsel 2004 from representing both City and Contractor, or should City otherwise find Contractor’s legal counsel 2005 unacceptable, then 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 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 Contractor’s 2009 negligence, recklessness or willful 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. 2013 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 a City Indemnitee. However, without affecting the 2016 rights of City under any provision of this Agreement, 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 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. Contractor shall indemnify, defend 1997 with legal counsel reasonably approved by City, and hold harmless City, its officers, officials, 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 Contractor’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 this the Agreement, except such loss or damage which is caused by the active 2003 negligence or willful misconduct of City. Should conflict of interest principles preclude a single legal counsel 2004 from representing both City and Contractor, or should City otherwise find Contractor’s legal counsel 2005 unacceptable, then 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 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 Contractor’s 2009 negligencenegligent, recklessness reckless or willful misconduct in the performance of work hereunder or its failure to comply 2010 with any of its obligations contained in this Agreementwrongful performance. 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. 2013 22.02.1 . 26.02.1 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 a City an Indemnitee. However, without affecting the 2016 rights of City under any provision of this Agreement, 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 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. Contractor shall indemnify, defend 1997 with legal counsel reasonably approved by City, and hold harmless City, its officers, officials, employees 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 to the extent arising out of or in connection with Contractor’s negligence, 2001 recklessness recklessness, or willful misconduct in the performance of work hereunder or its failure to comply with any of 2002 its obligations contained in this the Agreement, except such loss or damage which is caused by the active 2003 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 2004 from representing both City and Contractor, or should City otherwise reasonably find Contractor’s legal counsel 2005 unacceptable, then 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 Contractor shall 2007 promptly pay City any final judgment rendered against City (and its officers, officials, employees employees, and 2008 volunteers) with respect to claims to the extent determined by a trier of fact to have been the result of Contractor’s 2009 negligencenegligent, recklessness reckless, or willful misconduct in the performance of work hereunder or its failure to comply 2010 with any of its obligations contained in this Agreementwrongful performance. 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. 2013 22.02.1 ContractorNotwithstanding 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 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 the City’s solid waste delivery covenants to by a City Indemnitee. However, without the SVSWA. 24.02.1 Without affecting the 2016 rights of City under any provision of this Agreement, Contractor shall not be required to indemnify and hold 2017 harmless City for liability attributable to the active negligence or negligence, willful misconduct or nonperformance of this Agreement of City, provided such 2018 active negligence or negligence, willful misconduct or nonperformance 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 has engaged in willful misconduct or nonperformance of this Agreement and where City’s active negligence or negligence, willful misconduct or nonperformance of this Agreement accounts for only a percentage 2021 of the liability involved, the obligation of the 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’s fault.