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default within such sixty (60) day period and to diligently proceed to complete such
<br />actions and cure such default.
<br />7.4 Termination of Agreement for Default of CITY. OWNER may
<br />terminate this Agreement only in the event of a default by CITY in the performance
<br />of a material tern of this Agreement and only after providing written notice to CITY
<br />of default setting forth the nature of the default and the actions, if any, required by
<br />CITY to cure such default and, where the default can be cured, CITY has failed to
<br />take such actions and cure such default within sixty (60) days after the effective date
<br />of such notice or, in the event that such default cannot be cured within such sixty (60)
<br />day period but can be cured within a longer time, has failed to commence the actions
<br />necessary to cure such default within such sixty (60) day period and to diligently
<br />proceed to complete such actions and cure such default.
<br />8. LITIGATION.
<br />8.1 Third Party Litigation Concerning Agreement. OWNER shall
<br />defend, at its expense, including attomeys' fees, indemnify, and hold harmless CITY,
<br />its agents, officers and employees from any claim, action or proceeding against CITY,
<br />its agents, officers, or employees to attack, set aside, void, or annul the approval of
<br />this Agreement, or the approval of any permit or entitlement granted pursuant to this
<br />Agreement. CITY shall promptly notify OWNER of any claim, action, proceeding
<br />or determination included within this Section 8.1, and CITY shall cooperate in the
<br />defense. If CITY fails to promptly notify OWNER of any such claim, action,
<br />proceeding or determination, or if CITY fails to cooperate in the defense, OWNER
<br />shall not thereafter be responsible to defend, indemnify, or hold harniless CITY.
<br />CITY may in its discretion participate in the defense of any such claim, action,
<br />proceeding or determination.
<br />8.2 Environmental Assurances. OWNER shall indemnify and hold
<br />CITY, its officers, agents, and employees free and harmless from any liability, based
<br />or asserted, upon any act or omission of OWNER, its officers, agents, employees,
<br />subcontractors, predecessors in interest, successors, assigns and independent
<br />contractors for any violation of any federal, state or local law, ordinance or regulation
<br />relating to industrial hygiene or to environmental conditions on, under or about the
<br />Property, including, but not limited to, soil and groundwater conditions, and OWNER
<br />shall defend, at its expense, including attorneys' fees, CITY, its officers, agents and
<br />employees in any action based or asserted upon any such alleged act or omission.
<br />CITY may in its discretion participate in the defense of any such action.
<br />8.3 Reservation of Rights. With respect to Section 8.1 and Section 8.2
<br />herein, CITY reserves, the right to either (1) approve the attomey(s) that the
<br />indemnifying party selects, hires or otherwise engages to defend the indemnified party
<br />hereunder, which approval shall not be unreasonably withheld, or (2) conduct its own
<br />defense; provided, however, that the indemnifying party shall reimburse the
<br />indemnified party forthwith for any and all reasonable expenses incurred for such
<br />defense, including attomeys' fees, upon billing and accounting therefor.
<br />8.4 Challenge to Existing Land Use Approvals. By accepting the
<br />benefits of this Agreement, OWNER, on behalf of itself and its successors in interest,
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