Common use of Indemnification of Project Manager Clause in Contracts

Indemnification of Project Manager. The Parties acknowledge that SCPPA is obligated to indemnify any Project Manager (when acting within its capacity as the Project Manager), including as provided under any agency agreement to indemnify and hold harmless Project Manager, its board, officers, agents, attorneys, advisors, employees, and the employees of the governmental entity of which the agent is a part, past, present or future, when acting as Project Manager (collectively, the “Project Manager Indemnitees”) from and against any and all claims, demands, liabilities, obligations, losses, damages (whether direct, indirect or consequential), penalties, actions, loss of profits, judgments, orders, suits, costs, expenses (including attorneys’ fees and expenses) or disbursements of any kind or nature whatsoever in law, equity or otherwise (including, without limitation, death, bodily injury or personal injury to any person or damage or destruction to any property of SCPPA or third persons) arising by reason of any actions, inactions, errors or omissions incident to the performance of the agency agreement (excluding gross negligence or willful misconduct which, unless otherwise agreed to by the Parties, are both to be determined and established by a court of competent jurisdiction in a final, non-appealable order) on the part of Project Manager Indemnitees, when acting as Project Manager. It is further acknowledged by the Parties that all payments, costs and expenses of SCPPA with respect to compliance with any such indemnification obligations, including under any agency agreement, shall be payable as Monthly Costs by SCPPA Participating Members in accordance with the terms of their respective Power Sales Agreements. At Project Manager’s option, SCPPA shall defend Project Manager Indemnitees from and against any and all Losses. If SCPPA, with Project Manager’s consent, defends any Project Manager Indemnitee, Project Manager and Project Manager’s City Attorney’s Office (or other appropriate Project Manager counsel or authority, as appropriate) shall approve the selection of counsel, and Project Manager shall further approve any settlement or disposition, such approval not to be unreasonably withheld. Notwithstanding any provision of this Agreement which might be construed to the contrary, nothing in this Section 13.8 or in any other provision of this Agreement shall affect the obligations of any other SCPPA Participating Member under its Power Sales Agreement, to make any payment or to pay any cost required of it, or SCPPA’s obligation to make any payment or to pay any cost required of it under any agency agreement.

Indemnification of Project Manager. The Parties acknowledge that SCPPA is obligated to indemnify any Project Manager (when acting within its capacity as the Project Manager), including as provided under any agency agreement Section 16.1 of the Agency Agreement to indemnify and hold harmless LADWP, as Project Manager, its board, officers, agents, attorneys, advisors, employees, and the employees of the governmental entity of which the agent is a part, past, present or future, when acting for LADWP as Project Manager (collectively, the “Project Manager Indemnitees”) from and against any and all claims, demands, liabilities, obligations, losses, damages (whether direct, indirect or consequential), penalties, actions, loss of profits, judgments, orders, suits, costs, expenses (including . attorneys’ fees and expenses) or disbursements of any kind or nature whatsoever in law, equity or otherwise (including, without limitation, death, bodily injury or personal injury to any person or damage or destruction to any property of LADWP, SCPPA or third persons) arising by reason of any actions, inactions, errors or omissions incident to the performance of the agency agreement Agency Agreement (excluding gross negligence or willful misconduct which, unless otherwise agreed to by the Parties, are both to be determined and established by a court of competent jurisdiction in a final, non-appealable appealablc order) on the part of Project Manager Indemnitees, when acting for LADWP as Project Manager. It is further acknowledged by the Parties that all payments, costs and expenses of SCPPA with respect to compliance with any such indemnification obligations, including under any agency agreementSection 16 of the Agency Agreement, shall be payable as Monthly Costs by SCPPA Participating Members Purchaser in accordance with the terms of their respective Power Sales Agreementsthis Agreement. At Project Manager’s option, SCPPA shall defend Project Manager Indemnitees from and against any and all Losses. If SCPPA, with Project Manager’s consent, defends any Project Manager Indemnitee, Project Manager and Project Manager’s City Attorney’s Office (or other appropriate Project Manager counsel or authority, as appropriate) shall approve the selection of counsel, and Project Manager shall further approve any settlement or disposition, such approval not to be unreasonably withheld. Notwithstanding any provision of this Agreement which might be construed to the contrary, nothing in this Section 13.8 13.7 or in any other provision of this Agreement shall affect the obligations of any other SCPPA Participating Member LADWP’s obligation as Purchaser under its Power Sales this Agreement, to make any payment or to pay any cost required of it, or SCPPA’s obligation to make any payment or to pay any cost required of it under any agency agreementthe Agency Agreement.

Indemnification of Project Manager. The Parties acknowledge that SCPPA is obligated to indemnify any If a Participant serves as Project Manager (when acting within Manager, in its capacity as the Project Manager)Manager under this Agreement, including Project Manager shall be entitled to indemnification by SCPPA as provided under any agency agreement to set forth herein. SCPPA shall indemnify and hold harmless Project Manager, its board, officers, agents, attorneys, advisors, employees, and the employees of the governmental entity of which the agent Project Manager is a part, past, present or future, when acting as Project Manager future (collectively, the “Project Manager Indemnitees”) from and against any and all claims, demands, liabilities, obligations, losses, damages (whether direct, indirect or consequential), penalties, actions, loss of profits, judgments, orders, suits, costs, expenses (including attorneys’ fees and expenses) or disbursements of any kind or nature whatsoever in law, equity or otherwise (including, without limitation, death, bodily injury or personal injury to any person or damage or destruction to any property of Project Manager, SCPPA or third persons) (collectively, “Losses”) arising by reason of any actions, inactions, errors or omissions incident to the performance of the agency agreement this Agreement (excluding gross negligence or willful misconduct which, unless otherwise agreed to by the Parties, are both to be determined and established by a court of competent jurisdiction in a final, non-appealable nonappealable order) on the part of Project Manager Indemnitees, when acting as Project Manager. It is further acknowledged by the Parties that all payments, costs and expenses of SCPPA with respect to compliance with any such indemnification obligations, including under any agency agreement, shall be payable as Monthly Costs by SCPPA Participating Members in accordance with the terms of their respective Power Sales Agreements. At Project Manager’s option, SCPPA shall defend Project Manager Indemnitees from and against any and all Losses. If SCPPA, with Project Manager’s consent, defends any Project Manager Indemnitee, Project Manager and Project Manager’s City Attorney’s Office (or other appropriate Project Manager counsel or authority, as appropriate) shall approve the selection of counsel, and Project Manager shall further approve any settlement or disposition, such approval not to be unreasonably withheld. Notwithstanding any provision For the avoidance of this Agreement which might be construed to the contrarydoubt, nothing in this Section 13.8 5.6 or in any other provision of this Agreement shall affect the obligations of any other SCPPA Participating Member under Project Manager’s obligation in its Power Sales Agreement, capacity as a Project Participant or Project Element Participant including Project Elements in which it serves as the Project Manager to make any payment and all payments in accordance with the first two sentences in Section 10.2 of this Agreement and Section 2.24 of this Agreement or to pay any cost other amounts or costs required of it, or SCPPA’s obligation to make any payment or to pay any cost required of be paid by it under any agency agreementthis Agreement.

Indemnification of Project Manager. The Parties acknowledge that SCPPA is obligated to indemnify any Project Manager (when acting within its capacity as the Project Manager), including as provided under any agency agreement Section 16 of the Copper Mountain Solar 3 Agency Agreement to indemnify and hold harmless LADWP, as Project Manager, its board, officers, agents, attorneys, advisors, employees, and the employees of the governmental entity of which the agent Agent is a part, past, present or future, when acting for LADWP as Project Manager (collectively, the “Project Manager Indemnitees”) from and against any and all claims, demands, liabilities, obligations, losses, damages (whether direct, indirect or consequential), penalties, actions, loss of profits, judgments, orders, suits, costs, expenses (including attorneys’ fees and expenses) or disbursements of any kind or nature whatsoever in law, equity or otherwise (including, without limitation, death, bodily injury or personal injury to any person or damage or destruction to any property of LADWP, SCPPA or third persons) arising by reason of any actions, inactions, errors or omissions incident to the performance of the agency agreement Copper Mountain Solar 3 Agency Agreement (excluding gross negligence or willful misconduct which, unless otherwise agreed to by the Parties, are both to be determined and established by a court of competent jurisdiction in a final, non-appealable nonappealable order) on the part of Project Manager Indemnitees, when acting for LADWP as Project Manager. It is further acknowledged by the Parties that all payments, costs and expenses of SCPPA with respect to compliance with any such indemnification obligations, including obligations under any agency agreement, Section 16 of the Copper Mountain Solar 3 Agency Agreement shall be payable as Monthly Costs by SCPPA Participating Members Project Participants in accordance with the terms of their respective Power Sales Agreements. At Project Manager’s option, SCPPA shall defend Project Manager Indemnitees from and against any and all Losses. If SCPPA, with Project Manager’s consent, defends any Project Manager Indemnitee, Project Manager and Project Manager’s City Attorney’s Office (or other appropriate Project Manager counsel or authority, as appropriate) shall approve the selection of counsel, and Project Manager shall further approve any settlement or disposition, such approval not to be unreasonably withheld. Notwithstanding any provision of this Agreement which might be construed to the contrary, nothing in this Section 13.8 17.8 or in any other provision of this Agreement shall affect LADWP’s obligation, as Purchaser, or the obligations of any the other SCPPA Participating Member under its Power Sales Agreement, Project Participants to make any payment or to pay any cost required of itit in accordance with Section 8.1 of this Agreement or to pay any other amounts or costs under its Power Sales Agreement, or SCPPA’s obligation to make any payment or to pay any cost required of it under any agency agreementthe Copper Mountain Solar 3 Agency Agreement.