Reso 2004-681 - Laserfiche WebLink

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prior to the time of Owner's acquisition of the Property or any portion thereof; (b) the period of Owner's ownership of the Property or any portion thereof. 2. Indemnitv. (a) Owner hereby indemnifies and agrees to defend, and hold harmless City for, from and against any and all Post-Transfer Environmental Losses arising out of Existing Contaminants, as defined herein. All obligations of Owner hereunder shall be payable on demand, and any amount due and payable hereunder by Owner to City which is not paid within thirty (30) days after written demand therefor from City with an explanation of the amounts demanded shall bear interest from the date of such demand at the statutory interest rate on legal judgments, as that interest rate may be changed, from time to time.. b) If City becomes aware of any loss, claim, demand, penalty, fine, damage, response cost, or liability ("Indemnifying Event") to which it believes it is entitled to indemnification under paragraph 2(a) above, it shall promptly notify Owner by sending such notice by certified or other controlled mail to those individuals or entities identified in Section 17 of this Agreement between the parties of even date. Owner, as indemnitor, shall have sole control over the investigation, defense, remediation, or settlement of any Indemnifying Event so long as (i) City has pre-approved in writing, within fifteen days from receipt by Owner of written notice of a request for approval by City, any assessment or remediation plan or settlement affecting the Property, which approval shall not be unreasonably withheld upon consideration of the cost of remediation and the impact upon business operations being conducted; (ii) Owner completes the assessment and remediation in accordance with such approved plan or settlement and iii) Owner acts in good faith with respect to the rights, duties and obligations of the Owner; provided, however, in any matter for which the City may ultimately have full or partial responsibility, the City may, in its sole discretion, decide to participate in the investigation, defense, remediation or settlement thereof at its own initial expense, subject to the right to seek reimbursement of reasonable attorneys' and consultants' fees and expenses, court costs and all other out-of-pocket costs, as otherwise provided herein, as applicable, in the event that it is found to be an Indemnifying Event. Any dispute or difference between City and Owner over any provisions of this indemnity, shall, initially, be the subject of informal discussions between Owner and City in an attempt to resolve the controversy. Failing the ability to so resolve such controversy, the dispute shall be submitted to a court of competent jurisdiction with both parties agreeing to move to expedite consideration of the matter and waiving the right, if any, to jury trial on any such issues. Prior to engaging counsel to defend hereunder, Indemnitor shall provide City with the name of the Attorney/s chosen by Indemnitor and the City shall have the reasonable right of approval thereof, but said approval shall not be unreasonably withheld or delayed. During the course of such litigation, Indemnitor will provide City with copies of all pleadings in the matter and shall periodically consult with City regarding the status and strategy of said litigation and shall reasonably consider the comments and suggestions of the City in regards to the conduct of the litigation and/or any proposes 28520513.1 030902 0050P 95173993O 4