Resolution 5871 - Laserfiche WebLink

• such easements or rights-of-way are inadequate for such purposes, then the parties shall cooperate in good faith to identify and implement modifications to such existing easements and rights-of-way or the creation of new easements or rights-of-way reasonably necessary or desirable to accomplish such purpose, subject to and in a manner consistent with applicable laws, prudent utility practices and that in each case such easements and rights-of-way will not unreasonably impair the intended use of the portions of the Property to be burdened by such easements or right-of-way. The parties shall further cooperate in good faith, and OM shall use good faith efforts to accommodate the City, in the City's development and construction of a street car or public transportation connection system anticipated by the City to link the Property with the central business downtown and waterfront areas. 6. Reservation for Utility Facilities The City hereby reserves, and OM, as of the Grant Date, shall grant, transfer and convey to the City a non-exclusive, perpetual easement over, across along, in, upon, under and through the Property for the operation, maintenance, repair, replacement, improvement and removal of existing and future utility facilities located, or to be located, thereon. The approximate locations of such utility facilities are shown on Exhibit J. 7. Indemnification 7.1. Indemnification by OM OM hereby indemnifies and agrees to defend, hold harmless and protect the City Indemnified Parties from and against any and all claims (including without limitation any claim for damage to property or injury to death of any persons), liens, or encumbrances, asserted by any third person that relates to OM's rights and obligations under this Agreement; provided, however, that the foregoing indemnity obligation of OM shall not apply to the extent caused by the negligence of any City Indemnified Party who is an agent of the City to the extent such actions are legally attributable to the City. 7.2 Indemnification by the City To the extent permitted by applicable law, the City hereby indemnifies and agrees to defend, hold harmless and protect the OM Indemnified Parties from and against any and all claims (including without limitation any claim for damage to property or injury or death of any persons), liens, or encumbrances asserted by any third person that relates to the negligence or willful misconduct of the City or the City's servants, agents, employees, or contractors in any way related to the easements rights set forth in Section 1 above; provided, however, that (i) the foregoing indemnity obligation of City shall not apply to the extent caused by the negligence or higher level of culpability of any OM Indemnified Parties and (ii) in no event shall the City be responsible hereunder for any special, indirect, or consequential damages or for lost profits. 7.3 Process The party claiming indemnification under this Section 7 (the "Indemnitee") shall notify the other party (the "Indemnitor") of any such claim for indemnification within thirty (30) days after the Indemnitee receives notice of the basis for such claim, but failure to notify the J-4 06107-0063-LEGA L 13023969.1