6.C - Laserfiche WebLink

Home Browse Search

10. In the event that a Claim is made or filed against Ivy Tower to which this Agreement applies, Ivy Tower will cooperate with the City, in good faith, in the conduct of any proceedings in response to such Claim. 11. in the event that a Claim is made or filed against Ivy Tower to which this Agreement applies, the City will have exclusive control over the selection of counsel for the defense of Ivy Tower, and exclusive control over strategic decisions affecting the defense or settlement of such Claim. Accordingly, Ivy Tower will not stipulate to judgment or enter into a settlement of such Claim without the prior written approval of the City, nor will Ivy Tower take any action in response to such Claim that might result in increasing or exacerbating the liability for which the City has agreed to indemnify under this Agreement. 12. In the event that the City fails to promptly undertake the defense following receipt of notice of any such claim or action, then Ivy Tower may retain counsel of its choice to defend such a Claim, and the City will promptly reimburse Ivy Tower for all reasonable attorney's fees, costs and expenses (including expert witness and consultant fees incurred in the defense of such claim or action). In the event Ivy Tower undertakes the defense of a Claim as provided herein, the City shall thereafter retain the right to assume such defense at any time, with legal counsel of its choosing. 13. In the event that a Claim is made or filed against Ivy Tower to which this Agreement applies, the City will retain the right to settle any such Claim or to withdraw the City's action against the Person. which action resulted in the Claim being filed against Ivy Tower. 14. In consideration for the indemnification and defense provided under this Agreement, Seller agrees to provide the City, with reasonable access to any and all insurance policies or information concerning such policies in its possession or control that Seller may have or own, or may have ever had or owned, that might respond to environmental liability Claims at the Property (collectively, the "Insurance Policies`), including but not limited to: any third -party liability or first -party property damage policies of any kind ever issued to Seller, its subsidiaries, divisions, shareholders, members, officers, directors, attorneys, agents, employees, spouses, relatives, heirs, successors and assigns, and any of their respective affiliates, past, present and future, that in any way relate to Seller; any evidence or information in the possession or control of Seller concerning the payment of premiums on such policies; any evidence or information in the possession or control of Seller concerning any broker or agent through which such policies may have been obtained. In this regard, within 5 business days after the execution of this Agreement, or such other time as Seller and the City may agree, representatives of the City will meet with representatives of Seller, at Seller's office in South Bend, to review the Insurance Policies. Ivy Tower also agrees that where necessary, and as the City may decide. that Seller will assign to the City Seller's right to bring environmental liability property claims under the Insurance Policies to the extent permitted by law and allowed by the policies. Ivy Tower will cooperate with the City, in good faith, in the conduct of any action that the City may take against such insurers. 5