Agenda - Council - 11/13/2001 - Laserfiche WebLink

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I I I I I I I I I I '1 I I I I I I I 18. party against CITY for which LANDOWNER is indemnifying CITY under this paragraph 28 with counsel reasonably acceptable to CITY so long as LANDOWNER is diligently defending such claim; provided that CITY may participate in such proceeding at CITY'S expense unless there is an actual or potential material conflict of interest (which is not waived by the parties) of the counsel for LANDOWNER representing both LANDOWNER and CITY in which event LANDOWNER shall also pay the legal fees and expenses of CITY in connection with such claim or proceeding. Neither LANDOWNER nor CITY shall settle any such claim without the consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement requires no admission of liability on the part of the other and no assumption of any obligation or monetary payment for which CITY has not been fully indemnified. LANDOWNER will indemnify CITY, its successors and assigns, against, and will hold CITY, its successors and assigns, harmless from, any expenses or damages, including reasonable attorneys' fees, that CITY incurs because of the breach of any of the above representations and warranties, whether such breach is discovered before or after closing. Each of the representations and warranties herein contained shall survive the Closing. Wherever herein a representation is made "to the best knowledge of LANDOWNER", such representations is limited to the actual knowledge of LANDOWNER. Except as herein expressly stated, CITY is purchasing the Landowner Exchange Property based upon its own investigation and inquiry and is not relying on any representation of LANDOWNER or other person and is agreeing to accept and purchase the Landowner Exchange Property "as is, where is" subject to the conditions of examination herein set forth and the express warranties herein contained. Consummation of this Agreement by CITY with knowledge of any such breach by LANDOWNER will not constitute a waiver or release by CITY of any claims due to such breach. ENVIRONMENTAL AS TO CITY EXCHANGE PROPERTY. To the best of CITY'S actual knowledge, the City Exchange Property has never been used to store, produce, process or in any manner deal with Hazardous Materials (as that term is hereinafter defined) except for any storage or use in accordance with applicable laws; no Hazardous Materials have ever been installed or in any manner dealt with on the City Exchange Property except for any storage or use in accordance with applicable laws; and no owner of the City Exchange Property or occupant (collectively, "Occupant") has received any notice or advice from any governmental agency or any Occupant with regard to Hazardous Materials affecting the City Exchange Property. The term "Hazardous Materials" as used herein includes, without limitation, gasoline, petroleum products, explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, polychlorinated biphenyls or related or similar materials, asbestos or any other substance or material as may be defined as a hazardous or toxic substance by any federal, state or local environmental law, ordinance, rule or regulation. To the best of CITY'S actual knowledge, there are no asbestos containing materials and no urea-fermeldyde in, on or upon the City Exchange Property. CITY hereby covenants and agrees to indemnify and hold LANDOWNER harmless 6 -179-