Common use of Indemnification of City Clause in Contracts

Indemnification of City. Developer shall indemnify, reimburse, and hold harmless the City and its officers, agents and employees (the "City Parties") from and, if requested, shall defend them against any and all loss, cost, damage, injury, liability, and claims ("Losses") arising or resulting directly or indirectly from (i) any third party claim arising from a default by Developer under this Agreement, (ii) Developer's failure to comply with any Approval, Subsequent Approval or Non-City Approval, (iii) the failure of any improvements constructed pursuant to the Approvals or Subsequent Approvals to comply with any Federal or State Laws, the Existing Standards or any permitted Future Changes to Existing Standards, (iv) any accident, bodily injury, death, personal injury or loss of or damage to property occurring on a Project Site (or off-site, with regard to the Public Improvements) in connection with the construction by Developer or its agents or contractors of any improvements pursuant to the Approvals, Subsequent Approvals or this Agreement, (v) a Third-Party Challenge instituted against the City or any of the City Parties, (vi) any dispute between Developer, its contractors or subcontractors relating to the construction of any part of the Project, and (vii) any dispute between Developer and any Transferee or any subsequent owner of any of the Project Site relating to any assignment of this Agreement or the obligations that run with the land, or any dispute between Developer and any Transferee or other person relating to which party is responsible for performing certain obligations under this Agreement, each regardless of the negligence of and regardless of whether liability without fault is imposed or sought to be imposed on the City or any of the City Parties, except to the extent that such indemnity is void or otherwise unenforceable under applicable Law, and except to the extent such Loss is the result of the negligence or willful misconduct of the City Parties. The foregoing indemnity shall include, without limitation, reasonable attorneys' fees and costs and the City's reasonable cost of investigating any claims against the City or the City Parties. All indemnifications set forth in this Agreement shall survive the expiration or termination of this Agreement, to the extent such indemnification obligation arose from an event occurring before the expiration or termination of this Agreement. To the extent the indemnifications relate to Developer's obligations that survive the expiration or termination of this Agreement, the indemnifications shall survive for the term of the applicable obligation plus four years.

Indemnification of City. Developer For specific and valuable consideration and benefits accruing to Company, which have been received and are hereby acknowledged by Company and which are separate and apart from any and all other considerations for Company to enter into this Agreement, Company agrees further to and shall defend, indemnify, reimburse, protect and hold harmless the City from and its officers, agents and employees (the "City Parties") from and, if requested, shall defend them against any and all loss, cost, damage, injury, liability, including contractual liability of City to other users of City’s Poles, costs, expense, claims and claims ("Losses") arising demands, including payments made under any Workers’ Compensation Law or resulting directly under any plan for employee disability and death benefits, for damages to tangible property and/or bodily injury to or indirectly from (i) any third party claim arising from a default by Developer under this Agreementdeath of person, (ii) Developer's failure including but not limited to comply with any Approvalinjuries to and deaths of employees of Company, Subsequent Approval or Non-employees of City Approval, (iii) the failure and employees of any improvements constructed pursuant to the Approvals or Subsequent Approvals to comply with any Federal or State Laws, the Existing Standards or any permitted Future Changes to Existing Standards, (iv) any accident, bodily injury, death, personal injury or loss contractors and subcontractors of or damage to property occurring on a Project Site (or off-site, with regard to the Public Improvements) in connection with the construction by Developer or its agents or contractors of any improvements pursuant to the Approvals, Subsequent Approvals or this Agreement, (v) a Third-Party Challenge instituted against the either City or any of the City PartiesCompany, (vi) any dispute between Developer, its contractors or subcontractors relating to the construction of any part of the Project, and (vii) any dispute between Developer and any Transferee or any subsequent owner of any of the Project Site relating to any assignment of this Agreement or the obligations that run with the land, or any dispute between Developer and any Transferee or other person relating to which party is responsible for performing certain obligations under this Agreement, each regardless of the negligence of and regardless of whether liability without fault is imposed or sought to be imposed on the City or any of the City Parties, except to the extent that such indemnity is void or otherwise unenforceable under applicable Law, and except to the extent such Loss damage to tangible property or injury to or death of person is caused by: (1) the result erection, maintenance, presence, use or removal of Company’s System; or (2) the proximity of Company’s System to the respective cables, wires, apparatus, and appliances of City in violation of any standards imposed by City or set forth under the NESC; or (3) any act or omission of Company or its employees or its contractors, subcontractors, or the employees of either. City shall provide Company prompt written notice of any claims or demands made against City, and Company shall have the right to approve the compromise or settlement of any claims or demands made against City for which Company is responsible for the defense or payment thereof. This indemnity shall apply regardless of whether or not any such damage to property or injury to or death of persons results from Company’s negligence. The foregoing indemnity and “hold harmless” provision of this Agreement shall not be applicable to those damages to property or injury to or death of persons due in part to or contributed to by the passive concurrent or contributory negligence or willful misconduct of City, its employees or agents, and nothing herein is intended to require Company to indemnify and hold harmless City for any damage to property or injury to or death of persons which has as its only proximate cause the negligence or willful misconduct of City. Company shall make an immediate written report to City of the occurrence of any damage to City’s property, and Company hereby agrees to reimburse City and such others for the expense incurred in making repairs. Damage to plant or facilities of City or damage to any appliance or equipment of a subscriber to Company’s service, arising from accidental contact with City’s energized conductors, shall be assumed by, and be the sole responsibility, of Company, unless caused by the negligence or willful misconduct of the City Partiesor its employees or agents. The foregoing indemnity City shall include, without limitation, reasonable attorneys' fees and costs and the City's reasonable cost provide Company prompt written notice of investigating any claims or demands made against City subject to this indemnification. Company shall have the right to approve the compromise or settlement of any claims or demands made against City or the City Parties. All indemnifications set forth in this Agreement shall survive the expiration or termination of this Agreement, to the extent such indemnification obligation arose from an event occurring before the expiration or termination of this Agreement. To the extent the indemnifications relate to Developer's obligations that survive the expiration or termination of this Agreement, the indemnifications shall survive for which Company is responsible for the term of defense or payment thereof. City shall reasonably cooperate with Company in the applicable obligation plus four yearsdefense.

Indemnification of City. Developer SFCM shall indemnify, reimburse, and hold harmless the City and its officers, agents and employees (the "City Parties") from and, if requested, shall defend them against any and all loss, cost, damage, injury, liability, and claims ("Losses") arising or resulting directly or indirectly from (i) any third party claim arising from a default Default by Developer SFCM under this Agreement, (ii) DeveloperSFCM's failure to comply with any Approval, Subsequent Approval or Non-City Later Approval, (iii) the failure of any improvements constructed pursuant to the Approvals or Subsequent Later Approvals to comply with any Federal or State Laws, the Existing Standards or any permitted Future Changes to Existing StandardsNew City Laws, (iv) any accident, bodily injury, death, personal injury injury, or loss of or damage to property occurring on a the Project Site (or off-site, with regard the public right of way adjacent to the Public ImprovementsProject Site) in connection with the construction by Developer SFCM or its agents or contractors of any improvements pursuant to the Approvals, Subsequent Later Approvals or this Agreement, (v) a Third-Party Challenge instituted against the City or any of the City Parties, (vi) any dispute between DeveloperSFCM, its contractors or subcontractors relating to the construction of any part of the Project, and (vii) any dispute between Developer SFCM and any Transferee or any subsequent owner of any of the Project Site relating to any assignment of this Agreement or the obligations that run with the land, or any dispute between Developer SFCM and any Transferee or other person relating to which party is responsible for performing certain obligations under this Agreement, each regardless of the negligence of and regardless of whether liability without fault is imposed or sought to be imposed on the City or any of the City Parties, except to the extent that such indemnity any of the foregoing indemnification obligations is void or otherwise unenforceable under applicable Law, and except to the extent such Loss is the result of the negligence or willful misconduct of the City Parties. The foregoing indemnity shall include, without limitation, reasonable attorneys' fees and costs and the City's reasonable cost of investigating any claims against the City or the City Parties. All indemnifications set forth in this Agreement shall survive the expiration or termination of this Agreement, to the extent such indemnification obligation arose from an event occurring before the expiration or termination of this Agreement. To the extent the indemnifications relate to Developer's obligations that survive the expiration or termination of this Agreement, the indemnifications shall survive for the term of the applicable obligation plus four years.

Indemnification of City. Developer CPMC shall indemnify, reimburse, and hold harmless the City and its officers, agents and employees (the "City Parties") from and, if requested, shall defend them against any and all loss, cost, damage, injury, liability, and claims ("Losses") arising or resulting directly or indirectly from (i) any third party claim arising from a default by Developer CPMC under this Agreement, (ii) DeveloperCPMC's failure to comply with any Approval, Subsequent Approval or Non-City Approval, (iii) the failure of any improvements constructed pursuant to the Approvals or Subsequent Approvals to comply with any Federal or State Laws, the Existing Standards or any permitted Future Changes to Existing Standards, (iv) any accident, bodily injury, death, personal injury or loss of or damage to property occurring on a Project Site (or off-site, with regard to the Public Improvements) in connection with the construction by Developer CPMC or its agents or contractors of any improvements pursuant to the Approvals, Subsequent Approvals or this Agreement, (v) a Third-Party Challenge instituted against the City or any of the City Parties, (vi) any dispute between DeveloperCPMC, its contractors or subcontractors relating to the construction of any part of the Project, and (vii) any dispute between Developer CPMC and any Transferee or any subsequent owner of any of the Project Site Sites relating to any assignment of this Agreement or the obligations that run with the land, or any dispute between Developer CPMC and any Transferee or other person relating to which party is responsible for performing certain obligations under this Agreement, each regardless of the negligence of and regardless of whether liability without fault is imposed or sought to be imposed on the City or any of the City Parties, except to the extent that such indemnity is void or otherwise unenforceable under applicable Law, and except to the extent such Loss is the result of the negligence or willful misconduct of the City Parties. The foregoing indemnity shall include, without limitation, reasonable attorneys' fees and costs and the City's reasonable cost of investigating any claims against the City or the City Parties. All indemnifications set forth in this Agreement shall survive the expiration or termination of this Agreement, to the extent such indemnification obligation arose from an event occurring before the expiration or termination of this Agreement. To the extent the indemnifications relate to DeveloperCPMC's obligations that survive the expiration or termination of this Agreement, the indemnifications shall survive for the term of the applicable obligation plus four years.

Indemnification of City. Developer shall indemnify, reimburse, and hold harmless the City and its officers, agents and employees (collectively, the "“City Parties"”) from and, if requested, shall defend them against any and all loss, cost, damage, injury, liability, and claims ("collectively, “Losses"”) arising or resulting directly or indirectly from (i) any third party claim against any City Party arising from from: (i) a default Default by Developer under this Agreement, ; (ii) Developer's ’s failure to comply with any Approval, Subsequent Approval or Non-City Regulatory Approval, ; (iii) the failure of any improvements constructed pursuant to the Approvals or Subsequent Approvals to comply with any Federal or State LawsApplicable Standards, the Existing Standards or any permitted Future Changes to including Existing Standards, ; (iv) any accident, bodily injury, death, personal injury injury, or loss of or damage to property occurring on a the Project Site (or off-site, with regard the public right of way adjacent to the Public ImprovementsProject Site) in connection with the construction by Developer or its agents or contractors of any improvements pursuant to the Approvals, Subsequent Approvals or this Agreement, ; (v) a Third-Party Challenge instituted against the City or any of the City Parties, Challenge; (vi) any dispute between Developer, on the one hand, and its contractors or subcontractors subcontractors, on the other hand, relating to the construction of any part of the Project, ; and (vii) any dispute between or among any Person that is Developer or between any Person that is Developer and any Transferee or any subsequent owner of any of the Project Site in any case relating to any assignment of this Agreement or the obligations that run with the land, or any dispute between any Person that is Developer and or any Transferee or other person Person relating to which party Person is responsible for performing certain obligations under this Agreement, each ; in‌ any case: (a) (except as provided below) regardless of the negligence of and regardless of whether liability without fault is imposed or sought to be imposed on the City or any of the City Parties, except to the extent that such indemnity is void or otherwise unenforceable under applicable Law, and except to the extent such Loss is the result of the negligence or willful misconduct of the City Parties. The foregoing indemnity shall include, without limitation, reasonable attorneys' fees and costs and the City's reasonable cost of investigating any claims against the City or the City Parties. All indemnifications set forth in this Agreement shall survive the expiration or termination of this Agreement, to the extent such indemnification obligation arose from an event occurring before the expiration or termination of this Agreement. To the extent the indemnifications relate to Developer's obligations that survive the expiration or termination of this Agreement, the indemnifications shall survive for the term of the applicable obligation plus four years.; and

Indemnification of City. Developer CPMC shall indemnify, reimburse, and hold harmless the City and its officers, agents and employees (the "City Parties") from and, if requested, shall defend them against any and all loss, cost, damage, injury, liability, and claims ("Losses") arising or resulting directly or indirectly from (i) any third party claim arising from a default by Developer CPMC under this Agreement, (ii) DeveloperCPMC's failure to comply with any Approval, Subsequent Approval or Non-City Approval, (iii) the failure of any improvements constructed pursuant to the Approvals or Subsequent Approvals to comply with any Federal or State Laws, the Existing Standards or any permitted Future Changes to Existing Standards, (iv) any accident, bodily injury, death, personal injury or loss of or damage to property occurring on a Project Site (or off-site, with regard to the Public Improvements) in connection with the construction by Developer CPMC or its agents or contractors of any improvements pursuant to the Approvals, Subsequent Approvals or this Agreement, (v) a Third-Party Challenge instituted against the City or any of the City Parties, (vi) any dispute between DeveloperCPMC, its contractors or subcontractors relating to the construction of any part of the Project, and (vii) any dispute between Developer CPMC and any Transferee or any subsequent owner of any of the Project Site Sites relating to any assignment of this Agreement or the obligations that run with the land, or any dispute between Developer CPMC and any Transferee or other person relating to which party is responsible for performing certain obligations under this Agreement, each regardless of the negligence of and regardless of whether liability without fault is imposed or sought to be imposed on the City or any of the City Parties, except to the extent that such indemnity is void or otherwise unenforceable under applicable Law, and except to the extent such Loss is the result of the negligence or willful misconduct of the City Parties. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants' fees and costs experts and related costs, and the City's reasonable cost of investigating any claims against the City or the City Parties. All indemnifications set forth in this Agreement shall survive the expiration or termination of this Agreement, to the extent such indemnification obligation arose from an event occurring before the expiration or termination of this Agreement. To the extent the indemnifications relate to DeveloperCPMC's obligations that survive the expiration or termination City's rights and obligations under the Public Health and Safety Exception or Federal and State Law Exception. Nothing in this Agreement shall preclude the City from applying Future Changes to Existing Standards to the Project Sites for any development project not within the definition of the "Project" under this Agreement. In addition, nothing in this Agreement shall preclude CPMC from pursuing any challenge to the indemnifications shall survive for the term application of any Future Changes to Existing Standards to all or part of the applicable obligation plus four yearsProject SiteSites.

Indemnification of City. Developer shall indemnify, reimburse, and hold harmless the City and its officers, agents and employees (the "City Parties") from and, if requested, shall defend them against any and all loss, cost, damage, injury, liability, and claims ("Losses") arising or resulting directly or indirectly from (i) any third party claim arising from a default by Developer under this Agreement, (ii) Developer's failure to comply with any Approval, Subsequent Approval or Non-City Approval, (iii) the failure of any improvements constructed pursuant to the Approvals or Subsequent Approvals to comply with any Federal or State Laws, the Existing Standards or any permitted Future Changes to Existing Standards, (iv) any accident, bodily injury, death, personal injury or loss of or damage to property occurring on a Project Site (or off-site, with regard to the Public Improvements) in connection with the construction by Developer or its agents or contractors of any improvements pursuant to the Approvals, Subsequent Approvals or this Agreement, (v) a Third-Party Challenge instituted against the City or any of the City Parties, (vi) any dispute between Developer, its contractors or subcontractors relating to the construction of any part of the Project, and (vii) any dispute between Developer and any Transferee or any subsequent owner of any of the Project Site relating to any assignment of this Agreement or the obligations that run with the land, or any dispute between Developer and any Transferee or other person relating to which party is responsible for performing certain obligations under this Agreement, each regardless of the negligence of and regardless of whether liability without fault is imposed or sought to be imposed on the City or any of the City Parties, except to the extent that such indemnity is void or otherwise unenforceable under applicable Law, and except to the extent such Loss is the result of the negligence or willful misconduct of the City Parties. The foregoing indemnity shall include, without limitation, reasonable attorneys' fees and costs and the City's reasonable cost of investigating any claims against the City or the City Parties. All indemnifications set forth in this Agreement shall survive the expiration or termination of this Agreement, to the extent such indemnification obligation arose from an event occurring before the expiration or termination of this Agreement. To the extent the indemnifications relate to DeveloperXxxxxxxxx's obligations that survive the expiration or termination of this Agreement, the indemnifications shall survive for the term of the applicable obligation plus four years.

Indemnification of City. Developer CPMC shall indemnify, reimburse, and hold harmless the City and its officers, agents and employees (the "City Parties") from and, if requested, shall defend them against any and all loss, cost, damage, injury, liability, and claims ("Losses") arising or resulting directly or indirectly from (i) any third party claim arising from a default by Developer CPMC under this Agreement, (ii) DeveloperCPMC's failure to comply with any Approval, Subsequent Approval or Non-City Approval, (iii) the failure of any improvements constructed pursuant to the Approvals or Subsequent Approvals to comply with any Federal or State Laws, the Existing Standards or any permitted Future Changes to Existing Standards, (iv) any accident, bodily injury, death, personal injury or loss of or damage to property occurring on a Project Site (or off-site, with regard to the Public Improvements) in connection with the construction by Developer CPMC or its agents or contractors of any improvements pursuant to the Approvals, Subsequent Approvals or this Agreement, (v) a Third-Party Challenge instituted against the City or any of the City Parties, (vi) any dispute between DeveloperCPMC, its contractors or subcontractors relating to the construction of any part of the Project, and (vii) any dispute between Developer CPMC and any Transferee or any subsequent owner of any of the Project Site Sites relating to any assignment of this Agreement or the obligations that run with the land, or any dispute between Developer CPMC and any Transferee or other person relating to which party is responsible for performing certain obligations under this Agreement, each regardless of the negligence of and regardless of whether liability without fault is imposed or sought to be imposed on the City or any of the City Parties, except to the extent that such indemnity is void or otherwise unenforceable under applicable Law, and except to the extent such Loss is the result of the negligence or willful misconduct of the City Parties. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys' fees , consultants and costs experts and related costs, and the City's reasonable cost of investigating any claims against the City or the City Parties. All indemnifications set forth in this Agreement shall survive the expiration or termination of this Agreement, to the extent such indemnification obligation arose from an event occurring before the expiration or termination of this Agreement. To the extent the indemnifications relate to DeveloperCPMC's obligations that survive the expiration or termination of this Agreement, the indemnifications shall survive for the term of the applicable obligation plus four years.

Indemnification of City. Developer shall indemnify, reimburse, and hold harmless the City and its officers, agents and employees (the "“City Parties"”) from and, if requested, shall defend them against any and all loss, cost, damage, injury, liability, and claims ("“Losses"”) arising or resulting directly or indirectly from (i) any third party claim arising from a default Default by Developer under this Agreement, (ii) Developer's ’s failure to comply with any Approval, Subsequent Later Approval or Non-City Approval, (iii) the failure of any improvements constructed pursuant to the Approvals or Subsequent Later Approvals to comply with any Federal or State Laws, the Existing Standards or any permitted Future Changes to Existing StandardsNew City Laws, (iv) any accident, bodily injury, death, personal injury or loss of or damage to property occurring on a Project Site (or off-site, with regard to the Public Improvements) in connection with the construction by Developer or its agents or contractors of any improvements pursuant to the Approvals, Subsequent Approvals or this Agreement, (v) a Third-Third- Party Challenge instituted against the City or any of the City Parties, (vi) any dispute between Developer, its contractors or subcontractors relating to the construction of any part of the Project, and (vii) any dispute between Developer and any Transferee or any subsequent owner of any of the Project Site relating to any assignment of this Agreement or the obligations that run with the land, or any dispute between Developer and any Transferee or other person relating to which party is responsible for performing certain obligations under this Agreement, each regardless of the negligence of and regardless of whether liability without fault is imposed or sought to be imposed on the City or any of the City Parties, except to the extent that such indemnity any of the foregoing indemnification obligations is void or otherwise unenforceable under applicable Law, and except to the extent such Loss is the result of the negligence or willful misconduct of the City Parties. The foregoing indemnity shall includeinclude , without limitation, reasonable attorneys' ’ fees and costs and the City's ’s reasonable cost of investigating any claims against the City or the City Parties. All indemnifications set forth in this Agreement shall survive the expiration or termination of this Agreement, to the extent such indemnification obligation arose from an event occurring before the expiration or termination of this Agreement. To the extent the indemnifications relate to Developer's ’s obligations that survive the expiration or termination of this Agreement, the indemnifications shall survive for the term of the applicable obligation plus four (4) years.