Reso 2004-681 - Laserfiche WebLink

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settlement thereof. However, final determination of any such strategy and/or settlement shall solely be in the discretion of the Indemnitor. 3. Separate Obliqations. Owner shall not have any liability hereunder prior the Transfer, and no claim may be made hereunder by City prior to the Transfer. This Indemnity is given solely to protect City against Post-Transfer Environmental Losses and only arising out of Existing Contaminants. The obligations of Owner under this Indemnity are independent of, and shall not be measured or affected by (a) any amounts at any time owing by Owner for any environmental liabilities existing at the time of the Transfer, (b) Owner's obligations to seek and receive from affected Governmental Agencies an approved monitoring/ clean-up plan for Hazardous Substance Activity which has taken place on the Property prior to the Transfer 4. Existinq Contaminants. Owner agrees that to the extent the contamination in excess of applicable Governmental Agency standards on or in the Property is disclosed by the Environmental Reports (the "Existing Contaminants"), if any, including Existing Contaminants occurring in the groundwater ("the Groundwater Contaminants") or soils (the "Soil Contamination"), exceed the levels allowed under applicable Environmental Laws, Owner will undertake monitoring or remediation to lower such Existing Contaminants to permissible levels but only as mandated by any affected Governmental Agency. 5. Consent Aqreements' Proceedinqs. Owner agrees that it will undertake the defense of any administrative or judicial proceeding arising from or related to the Existing Contaminants. 6. Access. City agrees that Owner shall have the right to install piping and wells, to enter onto the Property and to take whatever other actions with regard to the Property as may be reasonably necessary for the purpose of complying with any monitoring or remediation requirements of any affected Government Agency. City agrees not to interfere with any testing wells or other structures installed or to be installed upon the Property in connection with the foregoing and further agree not to interfere with any reasonable action required to be taken by Owner under any monitoring or remediation plan approved by any affected Governmental Agency. Owner agrees, at its sole cost and expense, to restore the property to its former condition, ordinary wear and tear excepted, in the event any change in the Property in conjunction with any environmental monitoring or remediation of the Property. 7. Riqhts Not Exclusive. Owner's obligations hereunder shall survive the Transfer. The rights of City under this Indemnity shall be in addition to any other rights and remedies of the City against Owner under any other document or instrument now or hereafter executed by Owner, or at law or in equity (including, without limitation, any right of reimbursement or contribution pursuant to CERCLA), and shall not in any way be deemed a waiver of any 28520513.1 0309020050P 95173993 5