Common use of Indemnification of City Clause in Contracts

Indemnification of City. The Permittee shall indemnify, defend, save and hold harmless the City and its officers and employees, from and against all suits or claims that may be based upon any damage or injury or death, to any person or property that may occur, or that may be alleged to have occurred, in the course of the use of the Premises by the Permittee, and also whether such claims be made by an owner, officer, principal, employee, or a contractor or its employees, of the Permittee, or by any third party, also including Event and Festival licensees and vendors, their owners, principals, employees, and their contractors and contractor’s employees, and by members of the public, and whether or not it shall be claimed that the damage or injury or death was caused through the negligent act or omission in whole or in part of the City and/or its officers and/or employees. The Permittee shall indemnify, defend, save and hold harmless the City and its officers and employees, from and against all suits or claims that may be based upon any liability of the City, including such that may arise under U.S. Copyright Laws, to all music licensing agencies (including but not limited to SESAC, BMI and ASCAP) and any other third parties resulting from or accruing from Permittee’s unlicensed authorization, sponsoring or presenting recorded or live music on City property or in City buildings or facilities. The Permittee shall, at the Permittee’s own expense, pay all charges of attorneys, and all costs and other expenses arising therefrom or incurred in connection therewith, and if any judgment shall be rendered against the City and/or its officers and/or its employees in any such action, or actions, the Permittee, at the Permittee’s own expense, shall satisfy and discharge the same. The preceding shall not apply to require indemnification by Permittee for any liability, claims, suits, etc., arising from action by officers of the Bethlehem Police Department.

Indemnification of City. The Permittee shall indemnify1) To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, save and hold harmless the and indemnify City and its officers elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and employeesthose City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”), from and against any and all suits or claims that may be based upon damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any damage or injury or deathnature whatsoever, to any person or property that may occurincluding fees of accountants, attorneys, or that may be other professionals and all costs associated therewith and the payment of all consequential damages (collectively “Liabilities”), at law or in equity, whether actual, alleged or threatened, which arise out of, are claimed to have occurredarise out of, in the course of the use of the Premises by the Permittee, and also whether such claims be made by an owner, officer, principal, employeepertain to, or a contractor relate to the acts or omissions of Consultant, its employeesofficers, of the Permitteeagents, or by any third party, also including Event and Festival licensees and vendors, their owners, principalsservants, employees, sub-contractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees’ choice, and their contractors shall pay all costs and contractorexpenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith. 2) Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers’ compensation laws. City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this subparagraph A.2. 3) Consultant shall obtain executed indemnity agreements with provisions identical to those in this Article from each and every sub-contractor or any other person or entity involved by, and by members for, with or on behalf of Consultant in the publicperformance of this Agreement. If Consultant fails to obtain such indemnity obligations, and whether or not it Consultant shall be claimed that the damage or injury or death was caused through the negligent act or omission in whole or in part of the City and/or its officers and/or employees. The Permittee shall fully responsible and indemnify, defend, save and hold harmless and defend the City and its officers and employees, Indemnitees from and against any and all suits Liabilities at law or claims in equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant’s sub-contractor, its officers, agents, servants, employees, sub-contractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that may be based upon any Consultant’s sub-contractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the City, including such that may arise under U.S. Copyright Laws, to all music licensing agencies (including but not limited to SESAC, BMI and ASCAP) and any other third parties resulting from Indemnitees as determined by court decision or accruing from Permittee’s unlicensed authorization, sponsoring or presenting recorded or live music on City property or in City buildings or facilities. The Permittee shall, at by the Permittee’s own expense, pay all charges of attorneys, and all costs and other expenses arising therefrom or incurred in connection therewith, and if any judgment shall be rendered against the City and/or its officers and/or its employees in any such action, or actions, the Permittee, at the Permittee’s own expense, shall satisfy and discharge the same. The preceding shall not apply to require indemnification by Permittee for any liability, claims, suits, etc., arising from action by officers agreement of the Bethlehem Police DepartmentParties.

Indemnification of City. (1) The Permittee Developer (a) releases the City and its governing body members, officers, agents, including the independent contractors, consultants and legal counsel, servants and employees (collectively, the "Indemnified Parties") from, (b) covenants and agrees that the Indemnified Parties shall indemnifynot be liable for, defend, save and (c) agrees to indemnify and hold harmless the City Indemnified Parties against, any claim, cause of action, suit or liability for loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Project or on the Development Property. (2) Except for any willful misrepresentation or any willful or wanton misconduct of the Indemnified Parties, the Developer agrees to protect and its officers defend the Indemnified Parties, now and employeesforever, and further agrees to hold the aforesaid harmless from and against all suits any claim, demand, suit, action or claims that may be based upon any damage or injury or death, to other proceeding whatsoever by any person or property that may occurentity whatsoever arising or purportedly arising from the actions or inactions of the Developer (or if other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Project; provided, that may be alleged this indemnification shall not apply to have occurredthe warranties made or obligations undertaken by the City in this Agreement or to any actions undertaken by the City which are not contemplated by this Agreement but shall, in any event and without regard to any fault on the course of the use of the Premises by the Permittee, and also whether such claims be made by an owner, officer, principal, employee, or a contractor or its employees, of the Permittee, or by any third party, also including Event and Festival licensees and vendors, their owners, principals, employees, and their contractors and contractor’s employees, and by members of the public, and whether or not it shall be claimed that the damage or injury or death was caused through the negligent act or omission in whole or in part of the City and/or its officers and/or employees. The Permittee shall indemnify, defend, save and hold harmless the City and its officers and employees, from and against all suits or claims that may be based upon any liability of the City, including such that may arise under U.S. Copyright Laws, apply to all music licensing agencies any pecuniary loss or penalty (including but interest thereon from the date the loss is incurred or penalty is paid by the City at a rate equal to the Prime Rate) as a result of the Project causing the Tax Increment District to not limited qualify or cease to SESACqualify as a "redevelopment district" under Section 469.174, BMI Subdivision 10, of the Act and ASCAPSection 469.176, Subdivision 4(j), or to violate limitations as to the use of Tax Increments as set forth in Section 469.176, Subdivision 4(j). (3) All covenants, stipulations, promises, agreements and any other third parties resulting from or accruing from Permittee’s unlicensed authorization, sponsoring or presenting recorded or live music on obligations of the City property or in City buildings or facilities. The Permittee shall, at the Permittee’s own expense, pay all charges of attorneys, and all costs and other expenses arising therefrom or incurred in connection therewith, and if any judgment contained herein shall be rendered against deemed to be the covenants, stipulations, promises, agreements and obligations of the City and/or its officers and/or its employees in and not of any such actiongoverning body member, officer, agent, servant or actions, the Permittee, at the Permittee’s own expense, shall satisfy and discharge the same. The preceding shall not apply to require indemnification by Permittee for any liability, claims, suits, etc., arising from action by officers employee of the Bethlehem Police DepartmentCity.

Indemnification of City. The Permittee shall indemnify, defend, save and hold harmless the “Redevelopment Authority of the City of Bethlehem” and its “City of Bethlehem, and their respective officers and employees, from and against all suits or claims that may be based upon any damage or injury or death, to any person or property that may occur, or that may be alleged to have occurred, in the course of the use of the Premises by the Permittee, and also whether such claims be made by an owner, officer, principal, employee, or a contractor or its employees, of the Permittee, or by any third party, also including Event and Festival licensees and vendors, their owners, principals, employees, and their contractors and contractor’s employees, and by members of the public, and whether or not it shall be claimed that the damage or injury or death was caused through the negligent act or omission in whole or in part of the RDA and/or City and/or its their officers and/or employees. The Permittee shall indemnify, defend, save and hold harmless the RDA and City and its their officers and employees, from and against all suits or claims that may be based upon any liability of the RDA and City, including such that may arise under U.S. Copyright Laws, to all music licensing agencies (including but not limited to SESAC, BMI and ASCAP) and any other third parties resulting from or accruing from Permittee’s unlicensed authorization, sponsoring or presenting recorded or live music on RDA and/or City property or in RDA and/or City buildings or facilities. The Permittee shall, at the Permittee’s own expense, pay all charges of attorneys, and all costs and other expenses arising therefrom or incurred in connection therewith, and if any judgment shall be rendered against the RDA and/or City and/or its their officers and/or its their employees in any such action, or actions, the Permittee, at the Permittee’s own expense, shall satisfy and discharge the same. The preceding shall not apply to require indemnification by Permittee for any liability, claims, suits, etc., arising from action by officers of the Bethlehem Police Department.

Indemnification of City. The Permittee (1) Except for any gross negligence, willful misrepresentation or any willful or wanton misconduct of the Indemnified Parties, the Developer (a) releases the City and its governing body members, officers, agents, including the independent contractors, consultants and legal counsel, servants and employees (collectively, the "Indemnified Parties") from, (b) covenants and agrees that the Indemnified Parties shall indemnifynot be liable for, defend, save and (c) agrees to indemnify and hold harmless the City Indemnified Parties against, any claim, cause of action, suit or liability for loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Project or on the Development Property. (2) Except for any gross negligence, willful misrepresentation or any willful or wanton misconduct of the Indemnified Parties, the Developer agrees to protect and its officers defend the Indemnified Parties, now and employeesforever, and further agrees to hold the aforesaid harmless from and against all suits any claim, demand, suit, action or claims that may be based upon any damage or injury or death, to other proceeding whatsoever by any person or property that may occurentity whatsoever arising or purportedly arising from the actions or inactions of the Developer (or of other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Project; provided, that may be alleged this indemnification shall not apply to have occurredthe warranties made or obligations undertaken by the City in this Agreement or to any actions undertaken by the City which are not contemplated by this Agreement but shall, in any event and without regard to any fault on the course of the use of the Premises by the Permittee, and also whether such claims be made by an owner, officer, principal, employee, or a contractor or its employees, of the Permittee, or by any third party, also including Event and Festival licensees and vendors, their owners, principals, employees, and their contractors and contractor’s employees, and by members of the public, and whether or not it shall be claimed that the damage or injury or death was caused through the negligent act or omission in whole or in part of the City and/or its officers and/or employees. The Permittee shall indemnify, defend, save and hold harmless the City and its officers and employees, from and against all suits or claims that may be based upon any liability of the City, including such that may arise under U.S. Copyright Laws, apply to all music licensing agencies any pecuniary loss or penalty (including but interest thereon from the date the loss is incurred or penalty is paid by the City at a rate equal to the Prime Rate) as a result of the Project causing the Tax Increment District to not limited qualify or cease to SESACqualify as a "redevelopment district" under Section 469.174, BMI Subdivision 10, of the Act and ASCAPSection 469.176, Subdivision 4(j), or to violate limitations as to the use of Tax Increments as set forth in Section 469.176, Subdivision 4(j). (3) All covenants, stipulations, promises, agreements and any other third parties resulting from or accruing from Permittee’s unlicensed authorization, sponsoring or presenting recorded or live music on obligations of the City property or in City buildings or facilities. The Permittee shall, at the Permittee’s own expense, pay all charges of attorneys, and all costs and other expenses arising therefrom or incurred in connection therewith, and if any judgment contained herein shall be rendered against deemed to be the covenants, stipulations, promises, agreements and obligations of the City and/or its officers and/or its employees in and not of any such actiongoverning body member, officer, agent, servant or actions, the Permittee, at the Permittee’s own expense, shall satisfy and discharge the same. The preceding shall not apply to require indemnification by Permittee for any liability, claims, suits, etc., arising from action by officers employee of the Bethlehem Police DepartmentCity. All covenants, stipulations, promises, agreements and obligations of the Developer contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Developer and not of any member, manager, officer, agent, servant or employee of the Developer.

Indemnification of City. The Permittee shall indemnify, defend, save and hold harmless the City and its officers and employees, from and against all third party suits or claims that may be based upon any damage or injury or death, to any person or property that may occur, or that may be alleged to have occurred, to the extent caused by the Permittee’s acts or omissions in connection with engaging in the course of the permitted use of the Premises by the Permitteepermitted area granted hereunder, and also whether such claims be made by an owner, officer, principal, employee, or a contractor or its employees, of the Permittee, or by any third party, also including Event and Festival licensees and vendors, their owners, principals, employees, and their contractors and contractor’s employees, and by members of the public, and whether or not it shall be claimed that the damage or injury or death was caused through the negligent act or omission in whole or in part of the City and/or its officers and/or employees. The Permittee shall indemnify, defend, save and hold harmless the City and its officers and employees, from and against all suits or claims that may be based upon any liability of the City, including such that may arise under U.S. Copyright Laws, to all music licensing agencies (including but not limited to SESAC, BMI and ASCAP) and any other third parties resulting from or accruing from Permittee’s unlicensed authorization, sponsoring or presenting recorded or live music on City property or in City buildings or facilitiesthe permitted area. The Permittee shall, at the Permittee’s own expense, pay all charges of attorneys, and all costs and other expenses arising therefrom or incurred in connection therewith, and if any judgment shall be rendered against the City and/or its officers and/or its employees in any such action, or actions, the Permittee, at the Permittee’s own expense, shall satisfy and discharge the same. The preceding shall not apply to require indemnification by Permittee for any liability, claims, suits, etc., arising from action by officers of the Bethlehem Police Department.

Indemnification of City. The Permittee CoPermittees shall indemnify, defend, save and hold harmless the City and its officers and employees, from and against all suits or claims that may be based upon any damage or injury or death, to any person or property that may occur, or that may be alleged to have occurred, in the course of the use of the Premises by the PermitteeCoPermittees, and also whether such claims be made by an owner, officer, principal, employee, or a contractor or its employees, of the PermitteeCoPermittees, or by any third party, also including Event and Festival licensees and vendors, their owners, principals, employees, and their contractors and contractor’s employees, and by members of the public, and whether or not it shall be claimed that the damage or injury or death was caused through the negligent act or omission in whole or in part of the City and/or its officers and/or employees. The Permittee CoPermittees shall indemnify, defend, save and hold harmless the City and its officers and employees, from and against all suits or claims that may be based upon any liability of the City, including such that may arise under U.S. Copyright Laws, to all music licensing agencies (including but not limited to SESAC, BMI and ASCAP) and any other third parties resulting from or accruing from Permittee’s CoPermittees’ unlicensed authorization, sponsoring or presenting recorded or live music on City property or in City buildings or facilities. The Permittee CoPermittees shall, at the Permittee’s CoPermittees’ own expense, pay all charges of attorneys, and all costs and other expenses arising therefrom or incurred in connection therewith, and if any judgment shall be rendered against the City and/or its officers and/or its employees in any such action, or actions, the PermitteeCoPermittees, at the Permittee’s CoPermittees’ own expense, shall satisfy and discharge the same. The preceding shall not apply to require indemnification by Permittee CoPermittees for any liability, claims, suits, etc., arising from action by officers of the Bethlehem Police Department.

Indemnification of City. (a) The Permittee Manager shall indemnify, defend, save indemnify and hold harmless The City, its elected officials, officers, consultants, agents and employees (collectively the “City and its officers and employees, Indemnified Parties”) from and against any and all suits loss of, or claims that may be based upon any damage to, property, or injury injuries to, or deathdeath of, to any person or property that may occurpersons, including without limitation, The City Indemnified Parties, and shall defend, indemnify and hold harmless The City Indemnified Parties, or that may be alleged to have occurredany of them, in the course from any and all claims, damages, suits, costs, expenses, liabilities, fines, obligations, penalties, demands, actions or proceedings of any nature or kind whatsoever (including without limitation legal fees and disbursements on a solicitor/client full indemnity basis) of or by anyone whosoever, resulting from, or arising out of, directly or indirectly: (i) any negligent act or omission or wilful misconduct of the use Manager or its directors, officers, servants, subcontractors, employees or any other persons for whom in law the Manager is responsible; (ii) from any breach of any of the Premises Manager or its directors, officers, servants, subcontractors, employees or any other persons for whom in law the Manager is responsible of any covenant, term or provision of this Agreement; (iii) enforcing payment or in enforcing any other covenant, term, agreement or obligation to be observed or performed by the PermitteeManager contained in this Agreement if it is determined that the Manager has defaulted in its obligations under this Agreement and has not cured such default during any applicable grace period; or (iv) the occupancy, and also whether such claims be made by an owner, officer, principal, employee, use or a contractor or its employees, Operation of the PermitteeEvent Centre by the Manager and any other activities of the Manager, or by any third partyits servants, also including Event and Festival licensees and vendors, their owners, principalssubcontractors, employees, agents, consultants or any other Persons for whom in law the Manager is responsible, or any other Persons utilizing the Event Centre (including, without limitation, any subtenants and their contractors and contractor’s employeeslicensees) on or about the Event Centre, and by members of the public, and whether or not it shall be claimed that the damage any incident or injury occurring thereon (including, without limitation, any claims made by third Parties in respect thereof); provided, however, the Manager shall not release, indemnify or hold harmless The City Indemnified Parties from damage to or loss of property, or injury to or death was of persons: (A) to the extent contributed to or caused through by the negligent act or omission in whole or wilful misconduct of The City Indemnified Parties; or (B) to the extent relating to or in part respect of the any occurrences insured against by The City and/or its officers and/or employees. or required to be insured against by The Permittee shall indemnify, defend, save and hold harmless the City and its officers and employees, from and against all suits or claims that may be based upon any liability of the City, including such that may arise under U.S. Copyright Laws, pursuant to all music licensing agencies (including but not limited to SESAC, BMI and ASCAP) and any other third parties resulting from or accruing from Permittee’s unlicensed authorization, sponsoring or presenting recorded or live music on City property or in City buildings or facilities. The Permittee shall, at the Permittee’s own expense, pay all charges of attorneys, and all costs and other expenses arising therefrom or incurred in connection therewith, and if any judgment shall be rendered against the City and/or its officers and/or its employees this Article 8; in any such actioncase notwithstanding anything stated in this Section 8.3(a), but subject in all cases to Section 8.5 hereof. (b) The provisions of this Section 8.3 shall survive any termination or actions, the Permittee, at the Permittee’s own expense, shall satisfy and discharge the same. The preceding shall not apply to require indemnification by Permittee for any liability, claims, suits, etcearlier expiry of this Agreement., arising from action by officers of the Bethlehem Police Department.

Indemnification of City. (1) The Permittee Developer (a) releases the City and its governing body members, officers, agents, including the independent contractors, consultants and legal counsel, servants and employees (collectively, the "Indemnified Parties") from, (b) covenants and agrees that the Indemnified Parties shall indemnifynot be liable for, defend, save and (c) agrees to indemnify and hold harmless the City Indemnified Parties against, any claim, cause of action, suit or liability for loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Project or on the Development Property. (2) Except for any willful misrepresentation or any willful or wanton misconduct of the Indemnified Parties, the Developer agrees to protect and its officers defend the Indemnified Parties, now and employeesforever, and further agrees to hold the aforesaid harmless from and against all suits any claim, demand, suit, action or claims that may be based upon any damage or injury or death, to other proceeding whatsoever by any person or property that may occurentity whatsoever arising or purportedly arising from the actions or inactions of the Developer (or other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Project; provided, that may be alleged this indemnification shall not apply to have occurredthe warranties made or obligations undertaken by the City in this Agreement or to any actions undertaken by the City which are not contemplated by this Agreement but shall, in any event and without regard to any fault on the course of the use of the Premises by the Permittee, and also whether such claims be made by an owner, officer, principal, employee, or a contractor or its employees, of the Permittee, or by any third party, also including Event and Festival licensees and vendors, their owners, principals, employees, and their contractors and contractor’s employees, and by members of the public, and whether or not it shall be claimed that the damage or injury or death was caused through the negligent act or omission in whole or in part of the City and/or its officers and/or employees. The Permittee shall indemnify, defend, save and hold harmless the City and its officers and employees, from and against all suits or claims that may be based upon any liability of the City, including such that may arise under U.S. Copyright Laws, apply to all music licensing agencies any pecuniary loss or penalty (including but interest thereon from the date the loss is incurred or penalty is paid by the City at a rate equal to the Prime Rate) as a result of the Developer operating the Project so that the Tax Increment District does not limited qualify or ceases to SESACqualify as an "economic development district" under Section 469.174, BMI Subdivision 12, of the Act and ASCAPSection 469.176, Subdivision 4c. or to violate limitations as to the use of Tax Increments as set forth in Section 469.176, Subdivision 4c. (3) All covenants, stipulations, promises, agreements and any other third parties resulting from or accruing from Permittee’s unlicensed authorization, sponsoring or presenting recorded or live music on obligations of the City property or in City buildings or facilities. The Permittee shall, at the Permittee’s own expense, pay all charges of attorneys, and all costs and other expenses arising therefrom or incurred in connection therewith, and if any judgment contained herein shall be rendered against deemed to be the covenants, stipulations, promises, agreements and obligations of the City and/or its officers and/or its employees in and not of any such actiongoverning body member, officer, agent, servant or actions, the Permittee, at the Permittee’s own expense, shall satisfy and discharge the same. The preceding shall not apply to require indemnification by Permittee for any liability, claims, suits, etc., arising from action by officers employee of the Bethlehem Police DepartmentCity.