Common use of Indemnification of City Clause in Contracts

Indemnification of City. 1) To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or 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 arise out of, pertain to, or relate to the negligent acts or omissions of Consultant, its officers, agents, servants, 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, except for Liabilities arising from the 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’ and Consultant’s choice, and shall pay all costs and expenses, 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, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities at law or 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 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 Indemnitees as determined by court decision or by the agreement of the Parties.

Indemnification of City. (1) To Grantee shall defend with counsel reasonably acceptable to the fullest extent permitted by law, Consultant shall, at its sole cost City and expense, defend, indemnify and hold harmless and indemnify the City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”), from and against any and all damagesliabilities, costs, expensesclaims and damages which are caused by Grantee's failure to comply with the laws described in Section 4, including but not limited to liabilities, claimscosts, demandsclaims and damages described in Section 7 D (2), causes but excluding liabilities, costs, claims and damages pertaining to hazardous waste and materials not described in Section 7 D (2). (a) The City takes the position that the former franchise agreement with Martinez Sanitary Service and assigned to Grantee includes the obligation on the part of action, proceedings, expenses, judgments, penalties, liens, the Grantee to defend and losses indemnify the City for hazardous waste liabilities arising out of any nature whatsoeverthe Grantee's performance under the Franchise Agreement, including fees those liabilities arising out of accountantsGrantee's generation of, attorneysarranging for, collecting of, handling of, disposing of or releasing of hazardous wastes under CERCLA, RCRA, or any other professionals pollution or hazardous materials law or regulation. Grantee contends that it has no such obligation under the Franchise Agreement or under the law and all costs associated therewith disputes the City's contention in its entirety. Consequently, except as is provided in Sections 7 and 25 A (1) above, no agreement has been reached between the City and the payment Grantee on this indemnification issue and, as such, it is not resolved as part of all consequential damages the Franchise Agreement. (collectively “Liabilities”)2) Grantee agrees that it shall protect, at law or in equitydefend with counsel reasonably acceptable to City, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to indemnify and hold harmless the negligent acts or omissions of ConsultantCity, its officers, agentsemployees and agents from and against any and all losses, servantsliabilities, employeesfines, sub- contractorspenalties, materialmenclaims, consultants damages, liabilities or their officersjudgments, agentsincluding attorney's fees, servants arising out of or employees (or resulting in any entity or individual that Consultant shall bear way from Grantee's exercise of the legal liability thereof) in franchise, unless such claim is due to the performance of this Agreement, except for Liabilities arising from the sole active negligence or willful misconduct acts of the Indemnitees as determined by court decision City, its officers, employees, agents or by contractors, or from the agreement City's grant of the Parties. Consultant this franchise to Grantee. (3) In addition, Grantee shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of reasonably acceptable to the Indemnitees’ and Consultant’s choiceCity, and shall pay all costs and expenses, 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 the City harmless from any and all taxeslitigation and claims, assessmentsdamages and liabilities arising therefrom, penaltiesbrought to enforce or to challenge the Franchise Agreement, the City’s actions thereunder, and/or Grantee's exclusive rights granted thereunder; provided, however, that Grantee's obligations hereunder extend only to actions brought against or by persons not parties to this Agreement; and, provided, further, that Grantee's obligations hereunder do not extend to any litigation or dispute between the City and Mt. View Sanitary District concerning their respective powers to control the collection and disposal of solid waste in the City's corporate limits. Notwithstanding the immediately preceding sentence, Grantee hereby waives any and all claims for damages that it may now or hereafter have relating to any dispute between the City and Mountain View Sanitary District concerning the respective powers of same, and interest asserted against City by reason of the independent contractor relationship created by in this Agreement. Consultant regard, Grantee shall fully comply with the workers’ not be entitled to any damages or any 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 whatsoever as a result of Consultant’s failure to promptly pay to City any reimbursement reduction of the Franchise Area 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, for, with or on behalf of Consultant in the performance termination of this Agreement. If Consultant fails Franchise Agreement due to obtain such indemnity obligations, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities at law or 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 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 Indemnitees as determined claims by court decision or by the agreement of the PartiesMountain View Sanitary District relating thereto.

Indemnification of City. 1) To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or 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 arise out of, pertain to, or relate to the negligent acts or omissions of Consultant, its officers, agents, servants, employees, sub- 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’ and Consultant’s choice, and shall pay all costs and expenses, 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, 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, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities at law or 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 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 Indemnitees as determined by court decision or by the agreement of the Parties.

Indemnification of City. (1) To Grantee shall defend with counsel reasonably acceptable to the fullest extent permitted by law, Consultant shall, at its sole cost City and expense, defend, indemnify and hold harmless and indemnify the City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”), from and against any and all damagesliabilities, costs, expensesclaims and damages which are caused by Grantee's failure to comply with the laws described in Section 4, including but not limited to liabilities, claimscosts, demandsclaims and damages described in Section 7 D (2), causes but excluding liabilities, costs, claims and damages pertaining to hazardous waste and materials not described in Section 7D (2). (a) The City takes the position that the former franchise agreement with Martinez Sanitary Service and assigned to Grantee includes the obligation on the part of action, proceedings, expenses, judgments, penalties, liens, the Grantee to defend and losses indemnify the City for hazardous waste liabilities arising out of any nature whatsoeverthe Grantee's performance under the Franchise Agreement, including fees those liabilities arising out of accountantsGrantee's generation of, attorneysarranging for, collecting of, handling of, disposing of or releasing of hazardous wastes under CERCLA, RCRA, or any other professionals pollution or hazardous materials law or regulation. Grantee contends that it has no such obligation under the Franchise Agreement or under the law and all costs associated therewith disputes the City's contention in its entirety. Consequently, except as is provided in Sections 7 and 25A (1) above, no agreement has been reached between the City and the payment Grantee on this indemnification issue and, as such, it is not resolved as part of all consequential damages the Franchise Agreement. (collectively “Liabilities”)2) Grantee agrees that it shall protect, at law or in equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate defend with counsel reasonably acceptable to the negligent acts or omissions of ConsultantCity, indemnify and hold harmless the City, its officers, agentsemployees and agents from and against any and all losses, servantsliabilities, employeesfines, sub- contractorspenalties, materialmenclaims, consultants damages, liabilities or their officersjudgments, agentsincluding attorney's fees, servants arising out of or employees (or resulting in any entity or individual that Consultant shall bear way from Grantee's exercise of the legal liability thereof) in franchise, unless such claim is due to the performance of this Agreement, except for Liabilities arising from the sole active negligence or willful misconduct acts of the Indemnitees as determined by court decision City, its officers, employees, agents or by the agreement contractors, or from City's grant of the Parties. Consultant this franchise to Grantee. (3) In addition, Grantee shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of reasonably acceptable to the Indemnitees’ and Consultant’s choiceCity, and shall pay all costs and expenses, 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 the City harmless from any and all taxeslitigation and claims, assessmentsdamages and liabilities arising therefrom, penaltiesbrought to enforce or to challenge the Franchise Agreement, the City’s actions thereunder, and/or Grantee's exclusive rights granted thereunder; provided, however, that Grantee's obligations hereunder extend only to actions brought against or by persons not parties to this Agreement; and, provided, further, that Grantee's obligations hereunder do not extend to any litigation or dispute between the City and Mt. View Sanitary District concerning their respective powers to control the collection and disposal of solid waste in the City's corporate limits. Notwithstanding the immediately preceding sentence, Grantee hereby waives any and all claims for damages that it may now or hereafter have relating to any dispute between the City and Mountain View Sanitary District concerning the respective powers of same, and interest asserted against City by reason of the independent contractor relationship created by in this Agreement. Consultant regard, Grantee shall fully comply with the workers’ not be entitled to any damages or any 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 whatsoever as a result of Consultant’s failure to promptly pay to City any reimbursement reduction of the Franchise Area 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, for, with or on behalf of Consultant in the performance termination of this Agreement. If Consultant fails Franchise Agreement due to obtain such indemnity obligations, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities at law or 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 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 Indemnitees as determined claims by court decision or by the agreement of the PartiesMountain View Sanitary District relating thereto.

Indemnification of City. 1) To the fullest extent permitted by law, Consultant shall, at its sole cost and expenseA. Contractor shall indemnify, defend, and hold harmless City, City’s contractors, and indemnify City and its elected the public officials, officers, attorneysdirectors, employees, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent other contractors in the role of City officials (collectively “Indemnitees”)each of them, from and against any and all damagesclaims, costs, expenseslosses and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals as well as all Court or other dispute resolution costs), liabilities, claims, demands, expenditures or causes of actionaction of any kind (including negligent, proceedingsreckless, expenseswillful or intentional acts or omissions of the Contractor, judgmentsany subcontractor, penaltiesany supplier, liensany person or organization directly or indirectly employed by any of them to perform or furnish any services or anyone for whose acts any of them may be liable), caused by the breach of this Agreement, violation of applicable law, and losses of any nature whatsoever, including fees of accountants, attorneys, or 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 arise out of, pertain to, or relate to the negligent acts or omissions of Consultant, its officers, agents, servants, 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, except for Liabilities arising from the 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’ and Consultant’s choice, and shall pay all costs and expenses, 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, for, with or on behalf of Consultant Contractor in the performance of this Agreement. If Consultant fails This indemnity includes but is not limited to obtain such indemnity obligationsclaims attributable to bodily injury, Consultant shall be fully responsible sickness, disease, or death and to injury or destruction of tangible property. B. Contractor further agrees to indemnify, defend, save and hold harmless and defend the Indemnitees from and against any and all Liabilities at law or 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-contractorCity, its officers, agents, servants, and employees, sub-contractorsfrom all damages, materialmenliabilities, consultants or their losses, claims, fines, and fees, and from any and all suits and actions of every name and description that may be brought against City, its officers, agents, servants and employees, on account of any claims, fees, royalties, or employees (costs for any invention or patent rights or for the infringement of any entity and all copyrights or individual patent claimed by any person, firm, or corporation. C. Contractor agrees, at Contractor’s expense, after written notice from the City, to defend any action against the City that Consultantfalls within the scope of this indemnity as set forth above in Subsections A and B, or the City, at the City’s sub-contractor option, may elect not to tender such defense and may elect instead to secure its own attorneys to defend any such action and the reasonable costs and expenses of such attorneys incurred in defending such action shall bear be payable by Contractor. Additionally, if Contractor, after receipt of written notice from the legal liability thereof) in City, fails to make any payment due under this Agreement to the performance of City or fails to perform any obligation required by this Agreement, including Contractor shall pay any reasonable attorneys' fees and costs incurred by the Indemnitees’ active City in securing any such payment from Contractor, or passive negligenceany reasonable attorneys' fees and costs incurred in the enforcement of this indemnity, except for Liabilities arising or both. Payment of any amount due pursuant to the foregoing indemnity shall, after receipt of written notice by Contractor from the sole negligence City that such amount is due, be made by Contractor prior to the City being required to pay same, or willful misconduct in the alternative, the City, at the City’s option, may make payment of an amount so due and Contractor shall promptly reimburse the City for same, together with interest thereon at the rate of twelve percent (12%) per annum simple interest from the date of receipt by Contractor of written notice from the City that such payment is past due at least twenty (20) days . D. It is specifically understood and agreed that the consideration inuring to the Contractor for the execution of this Agreement consists of the Indemnitees as determined by court decision or promises, payments, covenants, rights, and responsibilities contained in this Agreement. E. The execution of this Agreement by the agreement Contractor shall obligate the Contractor to comply with the foregoing indemnification provision; however, the collateral obligation of providing insurance must be also complied with as set forth in Section 23. F. The Contractor shall require all subcontractors to enter into a contract containing the Partiesprovisions set forth in the preceding subsections in which contract the subcontractor fully indemnifies the City in accordance with this Agreement.