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AGREEMENT
<br /> NOW, THEREFORE, in consideration of the foregoing and of the conveyance of the
<br /> Utility Property and Utility Easement, K-C and City hereby agree as follows:
<br /> Section 1. Definitions
<br /> In addition to the terms defined elsewhere in this Agreement, the following terms have the
<br /> following definitions:
<br /> A. "K-C Parties" refers to K-C, its corporate affiliates, corporate successors,
<br /> and each of their respective directors, officers, employees, agents, servants, and representatives.
<br /> A K-C contractor is also a K-C Party to the extent of such contractor's work for K-C at the K-C
<br /> Mill Property or the K-C Site.
<br /> B. "Remediation Activities" refers to all investigation, study, evaluation,
<br /> assessment, remediation, excavation, removal, transportation, disposal, treatment (including but
<br /> not limited to in-situ or ex-situ treatment), monitoring, management, stabilization, containment,
<br /> or neutralization of Hazardous Materials. By way of example and illustration, Remediation
<br /> Activities may include the following: (i) investigating, testing, or characterizing soil, water, or
<br /> groundwater known or suspected of containing Hazardous Materials; (ii) segregating soil, water,
<br /> or groundwater known or suspected of containing Hazardous Materials from soil, water, or
<br /> groundwater not anticipated to contain Hazardous Materials; (iii) removing or decommissioning
<br /> underground storage tanks, piping, dispensers, or other improvements or equipment that contain
<br /> Hazardous Materials; (iv) ) performing abatement and disposal of hazardous materials such as
<br /> asbestos, lead paint, PCBs, that may be present in buildings or structures on the Utility Property
<br /> to extent such materials are not part of the Abatement Estimate (as defined in the Purchase
<br /> Agreement), (v) installing and monitoring groundwater wells at and near the Property for the
<br /> purpose of assessing the distribution and remediation of Hazardous Materials; (vi) treating and
<br /> disposing of water or groundwater containing Hazardous Materials; (vii) designing and installing
<br /> a vapor barrier, moisture barrier, or similar preventative measures as may be required under
<br /> applicable law to protect any improvements and future occupants of any improvements from any
<br /> Hazardous Materials that may remain in soil or groundwater; (viii)purchasing, transporting,
<br /> placing, and compacting of any clean fill materials used to replace soil containing Hazardous
<br /> Materials, but only to the extent that excavated soil cannot be re-used because it contains
<br /> Hazardous Materials in concentrations exceeding levels acceptable for re-use; (ix) obtaining
<br /> permits or government approvals necessary to dispose of soil, water, or groundwater containing
<br /> Hazardous Materials; (x) documenting and reporting the actions taken in response to Hazardous
<br /> Materials as necessary to satisfy applicable laws and regulations and to obtain regulatory closure
<br /> for some or all Hazardous Materials, including without limitation, a written opinion, order, or
<br /> decree issued by Ecology or another government agency with jurisdiction over the Hazardous
<br /> Materials stating that no further remedial action is necessary for some or all Hazardous Materials
<br /> ("Regulatory Closure Document"); and (xi) communicating with Ecology or other government
<br /> agencies concerning the actions taken in response to Hazardous Materials or to obtain a
<br /> Regulatory Closure Document.
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