Agenda - Council - 01/24/2006 - Laserfiche WebLink

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CITY hereby covenants and agrees to indemnify and hold GM harmless from and against any and all loss, damage or liability suffered, sustained or incurred by GM caused by a breach of any of the representations or warranties contained in this paragraph 15. and shall be personally liable for any loss, damage, liability, injury, cost, expense, action or cause of action arising in connection with the presence or release of any such Hazardous Materials at, on or under the City Property prior to the Closing Date wkich presence or release is in violation of any applicable law or regulation as of the Closing Date, including GM's reasonable attorneys' fees and consultants' fees and court costs. The provisions of this paragraph shall survive the Closing and transfer of title to the City Property, and shall be in addition to any and all other rights of GM as set forth herein or provided by law. CITY shall have the right to assume defense of any claim asserted by a third party against GM for which CITY is indemnifying GM under this paragraph 16 with counsel reasonably acceptable to GM so long as CITY is diligently defending such claim; provided that GM may participate in such proceeding at GM's expense unless there is an actual or potential material conflict of interest (which is not waived by the parties) of the counsel for CITY representing both CITY and GM in which event CITY shall also pay the legal fees and expenses of GM in connection with such claim or proceeding. Neither CITY nor GM 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 GM has not been fully indemnified. CITY will indemnify GM, its successors and assigns, against, and will hold GM, its successors and assigns, harmless from, any expenses or damages, including reasonable attorneys' fees, that GM incurs because of the breach of any of the above representations and warranties, contained in this paragraph 15. whether such breach is discovered before or after closing. Each of the representations and warranties herein contained in this paragraph 15. shall survive the Closing. Wherever fierein a representation is made "to the best knowledge of CITY," such representation is limited to the actual knowledge of CITY. Except as herein expressly stated, GM is purchasing the City Property based upon its own investigation and inquiry and is not relying on any representation of CITY or other person and is agreeing to accept and purchase the City 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 GM with knowledge of any such breach by CITY will not constitute a waiver or release by GM of any claims due to such breach. 16. POSSESSION. CITY shall deliver possession of the City Property to GM not later than the Closing Date. 17. STATUTORY DISCLOSURES. 17.1 Sewage Treatment System Disclosure. [Check either A or B:] [~A. CITY certifies that sewage generated at the City Property goes to a facility permitted by the Minnesota Pollution Control Agency (for example, a city or municipal sewer system). -246- 5