Common use of Indemnification for Environmental Contamination Clause in Contracts

Indemnification for Environmental Contamination. Developer shall indemnify, and hold the Village and its officers, agents and employees harmless from and against any and all losses, damages, costs, expenses, liabilities, obligations, claims or suits (including, without limitation, reasonable attorneys’ fees, punitive damages, fines, penalties and consequential damages) resulting from or relating in any way to the presence of toxic or hazardous material or substances present at the time of development in or on the real property, at the time the real property is dedicated or conveyed to the Village from the Property by Developer. For purposes of this Agreement, “toxic or hazardous material or substances” is defined as any pollutant, contaminant, waste or toxic or hazardous chemicals, wastes or substances, including, without limitation, asbestos, urea formaldehyde insulation, petroleum, PCBs, lead, air pollutants, water pollutants, soil pollutants and other substances defined as hazardous or toxic or words of similar import under federal, state or local statute, rule, regulation or order of any government entity having jurisdiction over the control of such wastes or substances. Upon the Village becoming aware of the occurrences of any event or the existence of any state of facts in respect of which the Village has or will have a claim for indemnification under this Section, as soon as reasonably practicable thereafter: A. The Village shall provide Developer notice of the losses, damages, costs, expenses, liabilities, obligations, claims or suits (including, without limitation, reasonable attorney’s fees, punitive damages, fines, penalties, and consequential damages) as and when reasonably apprehended. Notwithstanding anything to the contrary contained herein, the Village’s failure to timely notify Developer shall not prevent or in any way impair recovery by the Village unless Developer is materially prejudiced as a result of such failure; B. Subject to paragraphs (c) through (f) below, Developer diligently, at its own expense, shall control and shall be responsible for the defense, negotiation and/or settlement of the Claim, including the diligent performance of any remediation associated therewith; C. The Village may at its own expense hire counsel or consultants to monitor the Claim; D. Developer shall not, without the prior written consent of the Village, which consent shall not be unreasonably delayed, withheld or conditioned, settle any Claim; E. Developer shall lose its right to defend, negotiate and settle any Claim if, in the reasonable judgment of the Village, it fails to diligently defend, negotiate or settle such Claim. In the event that Developer has lost its right to defend, negotiate or settle any Claim: (i) the Village shall have the right, without prejudice to its right of indemnification hereunder, at Developer’s cost and expense, to defend, negotiate and settle any Claim, and (ii) Developer shall pay such reasonable costs and expenses incurred by the Village within twenty (20) days of receipt of written notice from the Village; F. If Developer does not timely assume responsibility for any Claim, the Village shall have the right, without prejudice to its right of indemnification hereunder, at the sole cost and expense of Developer, to assume control of the defense, negotiation and/or settlement of the Claim, and may engage counsel or other agents, consultants, and contractors to contest, defend, settle or otherwise dispose of such Claim, including, without limitation, hiring any environmental consultant or contractor to perform any remediation necessary to address the Property or the toxic or hazardous materials or substances at the Property.

Indemnification for Environmental Contamination. Developer The Subdivider shall indemnify, defend, and hold the Village City and its officers, agents agents, independent contractors, and employees harmless from and against any and all lossesclaims, judgments, damages, costs, expenses, liabilities, obligations, claims or suits (including, without limitation, reasonable attorneys’ fees, punitive damagespenalties, fines, penalties costs, or loss (including reasonable fees for attorneys, consultants, and consequential damagesexperts) resulting from that arise as a result of the presence or relating suspected presence in any way or on the real property dedicated or conveyed to the City by, under, pursuant to, or in connection with the Plat and this Agreement (including but not limited to street right-of-way) of any toxic or hazardous substances arising from any activity occurring prior to the acceptance of all improvements. Without limiting the generality of the foregoing, the indemnification by the Subdivider shall include costs incurred in connection with any site investigation or any remedial, removal, or restoration work required by any local, State, or Federal agencies because of the presence or suspected presence of toxic or hazardous material substances on or substances present at under the time real property, whether the soil, groundwater, air, or any other receptor. The City agrees that it will immediately notify Subdivider of development the discovery of any contamination or of any facts or circumstances that reasonably indicate that such contamination may exist in or on the real property. Upon receipt of notice from the City or other entities, Subdivider shall investigate and rectify conditions which indicate the presence of or suspected presence of contamination on the subject property as identified by local, state, or federal agencies in order to comply with applicable laws. Subdivider shall, at its expense, obtain and carry comprehensive general liability insurance with combined single limits of at least One Million Dollars ($1,000,000.00) for one person and at least Five Million Dollars ($5,000,000.00) per occurrence, and at least One Million Dollars ($1,000,000.00) property damage (or such higher amounts as the City shall from time to time deem reasonable). Such policy shall cover both Subdivider and the real property is dedicated City and its agents, employees, and officials, and all insurers shall agree not to cancel or conveyed change the same without at least thirty (30) days written notice to the Village from City. A certificate of Subdivider’s insurance shall be furnished to the Property by Developer. For purposes City upon execution of this Agreement, “toxic . Each such policy shall provide that no act or hazardous material or substances” is defined as any pollutant, contaminant, waste or toxic or hazardous chemicals, wastes or substances, including, without limitation, asbestos, urea formaldehyde insulation, petroleum, PCBs, lead, air pollutants, water pollutants, soil pollutants and other substances defined as hazardous or toxic or words of similar import under federal, state or local statute, rule, regulation or order default of any government entity having jurisdiction over person other than the control of such wastes City or substances. Upon its agents shall render the Village becoming aware of the occurrences of any event or the existence of any state of facts in respect of which the Village has or will have a claim for indemnification under this Section, policy void as soon as reasonably practicable thereafter: A. The Village shall provide Developer notice of the losses, damages, costs, expenses, liabilities, obligations, claims or suits (including, without limitation, reasonable attorney’s fees, punitive damages, fines, penalties, and consequential damages) as and when reasonably apprehended. Notwithstanding anything to the contrary contained herein, City or effect the VillageCity’s failure to timely notify Developer shall not prevent or in any way impair recovery by the Village unless Developer is materially prejudiced as a result of such failure; B. Subject to paragraphs (c) through (f) below, Developer diligently, at its own expense, shall control and shall be responsible for the defense, negotiation and/or settlement of the Claim, including the diligent performance of any remediation associated therewith; C. The Village may at its own expense hire counsel or consultants to monitor the Claim; D. Developer shall not, without the prior written consent of the Village, which consent shall not be unreasonably delayed, withheld or conditioned, settle any Claim; E. Developer shall lose its right to defend, negotiate and settle any Claim if, in the reasonable judgment of the Village, it fails to diligently defend, negotiate or settle such Claim. In the event that Developer has lost its right to defend, negotiate or settle any Claim: (i) the Village shall have the right, without prejudice to its right of indemnification hereunder, at Developer’s cost and expense, to defend, negotiate and settle any Claim, and (ii) Developer shall pay such reasonable costs and expenses incurred by the Village within twenty (20) days of receipt of written notice from the Village; F. If Developer does not timely assume responsibility for any Claim, the Village shall have the right, without prejudice to its right of indemnification hereunder, at the sole cost and expense of Developer, to assume control of the defense, negotiation and/or settlement of the Claim, and may engage counsel or other agents, consultants, and contractors to contest, defend, settle or otherwise dispose of such Claim, including, without limitation, hiring any environmental consultant or contractor to perform any remediation necessary to address the Property or the toxic or hazardous materials or substances at the Propertyrecover thereon.

Indemnification for Environmental Contamination. Developer shall indemnifyThe Developer, Contractor The Village and hold Utility District agree that they will immediately deliver written notice to the Developer, Contractor and CSM Lot and Outlot Owners of the Village’s or Utility District’s discovery of the Substances in or on the Village Parcels. Following delivery to the Developer, Contractor and CSM Lot and Outlot Owners of written notice of the Village’s or Utility District’s claim as required under this Section, the Village and its officersUtility District shall make all reasonable accommodations to allow the Developer, agents Contractor and employees harmless CSM Lot and Outlot Owners to examine the Village Parcels and conduct such clean-up operations as may be required by appropriate local, state, or federal agencies to comply with applicable laws. In the event the Developer, Contractor and/or CSM Lot and Outlot Owners is obligated to indemnify the Village and Utility District against claims arising under this Section, Developer, Contractor and CSM Lot and Outlot Owners shall take all necessary steps to ensure that the Village and Utility District receive written confirmation from and against any and all lossesthe appropriate governmental authority of the satisfactory completion of the required remediation, damages, costs, expenses, liabilities, obligations, claims removal or suits (restoration work including, without limitation, reasonable attorneys’ feesa no further action letter, punitive damages, fines, penalties and consequential damages) resulting from final case closure letter or relating in any way to confirmation that the presence of such toxic or hazardous material or substances present at the time of development in or on the real property, at the time the real property is dedicated or conveyed to affecting the Village Parcels migrated from an offsite source (the Property “Closure Documents”). The Closure Documents may be predicated upon any contingency or restriction approved by Developer. For purposes of this Agreement, “toxic the appropriate governmental authority for groundwater or hazardous material any use or substances” is defined as a deed restriction or registration in any pollutant, contaminant, waste or toxic or hazardous chemicals, wastes or substances, registry including, without limitation, asbestosthe GIS Registry. Developer, urea formaldehyde insulation, petroleum, PCBs, lead, air pollutants, water pollutants, soil pollutants Contractor and other substances defined as hazardous or toxic or words of similar import under federal, state or local statute, rule, regulation or order of any government entity having jurisdiction over the control of such wastes or substances. Upon the Village becoming aware of the occurrences of any event or the existence of any state of facts in respect of which the Village has or will have a claim for indemnification under this Section, as soon as reasonably practicable thereafter: A. The Village shall provide Developer notice of the losses, damages, costs, expenses, liabilities, obligations, claims or suits (including, without limitation, reasonable attorney’s fees, punitive damages, fines, penalties, CSM Lot and consequential damages) as and when reasonably apprehended. Notwithstanding anything to the contrary contained herein, the Village’s failure to timely notify Developer shall not prevent or in any way impair recovery by the Village unless Developer is materially prejudiced as a result of such failure; B. Subject to paragraphs (c) through (f) below, Developer diligently, at its own expense, shall control and Outlot Owners shall be responsible for the defense, negotiation and/or settlement of the Claim, including the diligent performance of any remediation associated therewith; C. The Village may at its own expense hire counsel or consultants to monitor the Claim; D. Developer shall not, without the prior written consent of the Village, which consent shall not be unreasonably delayed, withheld or conditioned, settle continuing obligation imposed by any Claim; E. Developer shall lose its right to defend, negotiate and settle any Claim if, in the reasonable judgment of the Village, it fails to diligently defend, negotiate or settle such Claim. In the event that Developer has lost its right to defend, negotiate or settle any Claim: (i) appropriate governmental authority as a continuing indemnity for the Village shall have and the right, without prejudice to its right of indemnification hereunder, at Developer’s cost and expense, to defend, negotiate and settle any Claim, and (ii) Developer shall pay such reasonable costs and expenses incurred by the Village within twenty (20) days of receipt of written notice from the Village; F. If Developer does not timely assume responsibility for any Claim, the Village shall have the right, without prejudice to its right of indemnification hereunder, at the sole cost and expense of Developer, to assume control of the defense, negotiation and/or settlement of the Claim, and may engage counsel or other agents, consultants, and contractors to contest, defend, settle or otherwise dispose of such Claim, including, without limitation, hiring any environmental consultant or contractor to perform any remediation necessary to address the Property or the toxic or hazardous materials or substances at the PropertyUtility District.

Indemnification for Environmental Contamination. Developer shall indemnify, and hold the Village and its officers, agents and employees harmless from and against any and all losses, damages, costs, expenses, liabilities, obligations, claims or suits (including, without limitation, reasonable attorneys’ fees, punitive damages, fines, penalties and consequential damages) resulting from or relating in any way to the presence of toxic or hazardous material or substances present at the time of development or suspected to be present in or on the real property, at the time the real property is dedicated or conveyed to the Village from Village, pursuant to, or in connection with the platting/subdivision of Developer’s Property by Developeras more specifically detailed in the terms of this Agreement. For purposes of this Agreement, “toxic or hazardous material or substances” is defined as any pollutant, contaminant, waste or toxic or hazardous chemicals, wastes or substances, including, without limitation, asbestos, urea formaldehyde insulation, petroleum, PCBs, lead, air pollutants, water pollutants, soil pollutants and other substances defined as hazardous or toxic or words of similar import under federal, state or local statute, rule, regulation or order of any government entity having jurisdiction over the control of such wastes or substances. Upon the Village becoming aware of the occurrences of any event or the existence of any state of facts in respect of which the Village has or will have a claim for indemnification under this Section, as soon as reasonably practicable thereafter: A. The Village shall provide Developer notice of the losses, damages, costs, expenses, liabilities, obligations, claims or suits (including, without limitation, reasonable attorney’s fees, punitive damages, fines, penalties, and consequential damages) as and when reasonably apprehended. Notwithstanding anything to the contrary contained herein, the Village’s failure to timely notify Developer shall not prevent or in any way impair recovery by the Village unless Developer is materially prejudiced as a result of such failure; B. Subject to paragraphs (c) through (f) below, Developer diligently, at its own expense, shall control and shall be responsible for the defense, negotiation and/or settlement of the Claim, including the diligent performance of any remediation associated therewith; C. The Village may at its own expense hire counsel or consultants to monitor the Claim;the D. Developer shall not, without the prior written consent of the Village, which consent shall not be unreasonably delayed, withheld or conditioned, settle any Claim; E. Developer shall lose its right to defend, negotiate and settle any Claim if, in the reasonable judgment of the Village, it fails to diligently defend, negotiate or settle such Claim. In the event that Developer has lost its right to defend, negotiate or settle any Claim: (i) the Village shall have the right, without prejudice to its right of indemnification hereunder, at Developer’s cost and expense, to defend, negotiate and settle any Claim, and (ii) Developer shall pay such reasonable costs and expenses incurred by the Village within twenty (20) days of receipt of written notice from the Village; F. If Developer does not timely assume responsibility for any Claim, the Village shall have the right, without prejudice to its right of indemnification hereunder, at the sole cost and expense of Developer, to assume control of the defense, negotiation and/or settlement of the Claim, and may engage counsel or other agents, consultants, and contractors to contest, defend, settle or otherwise dispose of such Claim, including, without limitation, hiring any environmental consultant or contractor to perform any remediation necessary to address the Property or the toxic or hazardous materials or substances at the Property.

Indemnification for Environmental Contamination. DR Developer shall indemnify, and hold the Village and its officers, agents and employees harmless from and against any and all losses, damages, costs, expenses, liabilities, obligations, claims or suits (including, without limitation, reasonable attorneys’ fees, punitive damages, fines, penalties and consequential damages) resulting from or relating in any way to the presence of toxic or hazardous material or substances present at the time of development or suspected to be present in or on the real property, at the time the real property is dedicated or conveyed to the Village from Village, pursuant to, or in connection with the platting/subdivision of Developer’s Property by Developeras more specifically detailed in the terms of this Agreement. For purposes of this Agreement, “toxic or hazardous material or substances” is defined as any pollutant, contaminant, waste or toxic or hazardous chemicals, wastes or substances, including, without limitation, asbestos, urea formaldehyde insulation, petroleum, PCBs, lead, air pollutants, water pollutants, soil pollutants and other substances defined as hazardous or toxic or words of similar import under federal, state or local statute, rule, regulation or order of any government entity having jurisdiction over the control of such wastes or substances. Upon the Village becoming aware of the occurrences of any event or the existence of any state of facts in respect of which the Village has or will have a claim for indemnification under this Section, as soon as reasonably practicable thereafter: A. The Village shall provide Developer notice of the losses, damages, costs, expenses, liabilities, obligations, claims or suits (including, without limitation, reasonable attorney’s fees, punitive damages, fines, penalties, and consequential damages) as and when reasonably apprehended. Notwithstanding anything to the contrary contained herein, the Village’s failure to timely notify Developer shall not prevent or in any way impair recovery by the Village unless Developer is materially prejudiced as a result of such failure; B. Subject to paragraphs (c) through (f) below, Developer diligently, at its own expense, shall control and shall be responsible for the defense, negotiation and/or settlement of the Claim, including the diligent performance of any remediation associated therewith; C. The Village may at its own expense hire counsel or consultants to monitor the Claim; D. Developer shall not, without the prior written consent of the Village, which consent shall not be unreasonably delayed, withheld or conditioned, settle any Claim; E. Developer shall lose its right to defend, negotiate and settle any Claim if, in the reasonable judgment of the Village, it fails to diligently defend, negotiate or settle such Claim. In the event that Developer has lost its right to defend, negotiate or settle any Claim: (i) the Village shall have the right, without prejudice to its right of indemnification hereunder, at Developer’s cost and expense, to defend, negotiate and settle any Claim, and (ii) Developer shall pay such reasonable costs and expenses incurred by the Village within twenty (20) days of receipt of written notice from the Village; F. If Developer does not timely assume responsibility for any Claim, the Village shall have the right, without prejudice to its right of indemnification hereunder, at the sole cost and expense of Developer, to assume control of the defense, negotiation and/or settlement of the Claim, and may engage counsel or other agents, consultants, and contractors to contest, defend, settle or otherwise dispose of such Claim, including, without limitation, hiring any environmental consultant or contractor to perform any remediation necessary to address the Property or the toxic or hazardous materials or substances at the Property.