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7. City Obligations
<br />a. The City agrees to indemnify, reimburse, defend, and save Regency and its partners,
<br />directors, shareholders, members, officers, employees, subsidiaries, affiliated
<br />companies, representatives, consultants, and agents, along with its transferees,
<br />lenders, successors and assigns ("Regency Parties"), harmless from any liabilities,
<br />losses, damages, costs, or expenses (including attorneys' fees) arising from the
<br />performance of the Work (collectively "Indemnity Obligations"). The City's
<br />Indemnity Obligations shall survive the termination of this Agreement.
<br />Notwithstanding anything herein to the contrary, the Indemnity Obligations shall not
<br />limit any other rights Regency may have to an indemnity under equity or law,
<br />including, without limitation, those related to the environmental conditions at, on
<br />under or beneath the Property.
<br />b. The City acknowledges and agrees that Regency anticipates a future site
<br />redevelopment of the Property that will contain substantial excavation and disposal of
<br />soil and groundwater from the Property. A preliminary plan is attached hereto and
<br />incorporated herein as Exhibit D. Such site redevelopment has the potential to
<br />change or exacerbate the Environmental Condition and result in additional
<br />investigation and remediation for the City by the Agency, including to but not limited
<br />to re -opening any case closure. Parties agree and acknowledge that the City shall be
<br />solely responsible for the Environmental Condition and the Work, and Regency shall
<br />have no responsibility for the Environmental Condition and/or the Work, including
<br />but not limited to with respect to all investigation, remediation and monitoring
<br />obligations. The City, on behalf of itself and its officers, members, managers,
<br />employees, agents, successors, and assigns (the "City Parties"), hereby waives,
<br />releases, acquits, and forever discharges, and covenants not to sue Regency Parties, of
<br />and from any and all claims, losses, actions, cause of action, demands, rights,
<br />damages, costs, expenses, or compensation whatsoever, direct or indirect, known or
<br />unknown, foreseen (collectively "Claims"), which solely relate to the Work and/or
<br />Environmental Condition, including but not limited to all investigation, remediation
<br />and monitoring obligations. Further, the City shall indemnify, reimburse and defend
<br />and hold Regency Parties harmless from any Claims by the Agency or another
<br />governmental agency solely arising out of the Environmental Condition.
<br />Notwithstanding anything herein to the contrary, the City's responsibility (and waiver
<br />and release of Regency Parties) shall not extend to the negligence and willful
<br />misconduct of Regency.
<br />8. Insurance. The City shall cause its contractors to maintain insurance with respect to the
<br />Work in an agreement with the requirements and minimum amounts set forth in Exhibit
<br />C. Prior to commencing the Work, the City shall provide to Regency the certificates of
<br />insurance and endorsements referenced in Exhibit C.
<br />9. Notices. All notices, demands, requests, consents, waivers, approvals and other
<br />communications shall be in writing and shall be deemed given under this Agreement
<br />when received and shall be delivered to the addressees set forth below either by (i) next
<br />day delivery by a nationally recognized overnight carrier (ii) certified mail, return receipt
<br />REV: 06-11-21 MI
<br />ATTY/AGR.2021.137/REG8 Sequoia Station, LLC (Sequoia Station Groundwater Remediation) (Page 4 of 12)
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