Common use of Defense of City Clause in Contracts

Defense of City. If the City declines the request for access to a record designated as trade secrets in accordance with subsection (b), then, in consideration of the promises in this section the Contractor agrees that it shall defend, indemnify, and save harmless Indemnitees from and against all Charges that arise in any manner from, in connection with, or out of the City’s non-disclosure of the records. In providing that defense, the Contractor shall at its sole expense defend Indemnitees with legal counsel. The legal counsel shall be limited to attorneys reasonably acceptable to the City Attorney. Definitions. As used in this subsection (c), “Charges" means claims, judgments, costs, damages, losses, demands, liabilities, fines, penalties, settlements, expenses, attorneys’ fees, and interest. Indemnitees" means the City, and officers, officials, independent contractors, agents, and employees, of the City. “Indemnitees” does not include the Contractor. The City may require the Contractor to provide proof of the Contractor’s ability to pay the amounts that may reasonably be expected to become its monetary obligations pursuant to this section. If the Contractor fails to provide that proof in a timely manner, the City shall not be required to keep confidential the records whose non-disclosure gives rise to the potential monetary obligation. Nothing in this agreement shall require the City to require any person (including the City itself) to be placed in substantial risk of imprisonment, of being found by a court to be in contempt, or of being in violation of a court order. This subsection (c) is separate from and is to be construed separately from any other indemnification and warranty provisions in the contract between the City and the Contractor.

Defense of City. If the City declines the request for access to a record designated as trade secrets Trade Secrets in accordance with subsection (ba), then, in consideration of the promises in this section the Contractor agrees that it Proposer shall defend, indemnify, and save harmless Indemnitees from and against all Charges that arise in any manner from, in connection with, or out of the City’s non-disclosure of the records. In providing that defense, the Contractor Proposer shall at its sole expense defend Indemnitees with legal counsel. The legal counsel shall be limited to attorneys reasonably acceptable to the City Attorney. Definitions. As used in this subsection (c), “Charges" means claims, judgments, costs, damages, losses, demands, liabilities, fines, penalties, settlements, expenses, attorneys’ fees, and interest. Indemnitees" means the City, and officers, officials, independent contractors, agents, and employees, of the City. “Indemnitees” does not include the ContractorProposer. The City may require the Contractor Proposer to provide proof of the ContractorProposer’s ability to pay the amounts that may reasonably be expected to become its monetary obligations of the Proposer pursuant to this section. If the Contractor Proposer fails to provide that proof in a timely manner, the City shall not be required to keep confidential the records whose non-disclosure gives rise to the potential monetary obligation. Nothing in this agreement shall require the City to require any natural person (including the City itself) to be imprisoned or placed in substantial risk of imprisonment, imprisonment as a result of being found by alleged nondisclosure of records or for alleged noncompliance with a court to be in contempt, or order respecting disclosure of being in violation of a court orderrecords. This subsection (c) is separate from and is to be construed separately from any other indemnification and warranty provisions in the contract between the City and the ContractorProposer. ATTACHMENT C Design RFQ Addendum No. 01 Project Name: Xxxxx Recreation Center Renovations Project No.: RFP# 20-21-09 Prepared By: Xxxx Xxxxxx Date: September 4, 2020 General Questions, Clarifications & Requirements:

Defense of City. If the City declines the request for access to a record designated as trade secrets Trade Secrets in accordance with subsection (ba), then, in consideration of the promises in this section the Contractor agrees that it Proposer shall defend, indemnify, and save harmless Indemnitees from and against all Charges that arise in any manner from, in connection with, or out of the City’s non-disclosure of the records. In providing that defense, the Contractor Proposer shall at its sole expense defend Indemnitees with legal counsel. The legal counsel shall be limited to attorneys reasonably acceptable to the City Attorney. Definitions. As used in this subsection (c), “Charges" means claims, judgments, costs, damages, losses, demands, liabilities, fines, penalties, settlements, expenses, attorneys’ fees, and interest. Indemnitees" means the City, and officers, officials, independent contractors, agents, and employees, of the City. “Indemnitees” does not include the ContractorProposer. The City may require the Contractor Proposer to provide proof of the ContractorProposer’s ability to pay the amounts that may reasonably be expected to become its monetary obligations of the Proposer pursuant to this section. If the Contractor Proposer fails to provide that proof in a timely manner, the City shall not be required to keep confidential the records whose non-disclosure gives rise to the potential monetary obligation. Nothing in this agreement shall require the City to require any natural person (including the City itself) to be imprisoned or placed in substantial risk of imprisonment, imprisonment as a result of being found by alleged nondisclosure of records or for alleged noncompliance with a court to be in contempt, or order respecting disclosure of being in violation of a court orderrecords. This subsection (c) is separate from and is to be construed separately from any other indemnification and warranty provisions in the contract between the City and the ContractorProposer. Attachment C New Outdoor Aquatic Facility RFQ Addendum No. 01 Project Name: New Community Pool Project No.: RFQ#20-21-10 Prepared By: Xxxx Xxxxxxxxxx Date: 8-27-2020 General Questions, Clarifications & Requirements: