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notice as possible given the circumstances,but in no case less than the notice provided to Ecology. <br /> The City and Port shall copy the other party on all documents and written communications with <br /> Ecology regarding the Project, including emails. The City and Port shall provide the other party at <br /> least ten(10)business days prior to submission to Ecology to review and comment on all Ecology <br /> deliverables prior to submission of such deliverables to Ecology, including but not limited to <br /> amendments to the Project plans and construction documentation. <br /> 2. Materials Management <br /> The City shall be solely responsible for all activities and costs associated with the handling <br /> of soils, groundwater and storm water generated by the Project. The City acknowledges that the <br /> Project activities must comply with the 2021 Soil & Groundwater Management Plan ("SGMP") <br /> for the Site developed by K-C and approved by Ecology, and attached hereto as Exhibit C. The <br /> City's SGMP implementation shall be overseen by an experienced licensed environmental <br /> professional (i.e., licensed engineer, geologist, or hydrogeologist). The City shall be responsible <br /> for any Claims (defined below) caused by the City's failure to comply with the standards and <br /> procedures set forth in the SGMP. The City shall be responsible for the signing of all manifests, <br /> truck tickets,and other documents in connection with the handling of soils,groundwater and storm <br /> water generated in connection with the Project. <br /> 3. Litigation Bar <br /> The City shall bring no suit, action or claim of any kind against K-C related to the Project, <br /> including any action or claim for contribution for Remedial Actions required by Ecology. <br /> 4. Indemnification by the City. <br /> The City shall, to the extent specified herein, indemnify, defend, reimburse, and hold <br /> harmless the Port and its employees,officers,commissioners,representatives, invitees,agents and <br /> consultants, from and against any and all claims, liabilities, loss, demands, liens, costs and <br /> expenses including reasonable attorneys' fees, agency orders, requirements or enforcement <br /> actions, suits and causes of action and damages including but not limited to any claim for damage <br /> to property or injury or death of any persons,(collectively,the"Claims")arising from the presence <br /> on the Property of any Hazardous Substance (as that term is defined below) identified, generated, <br /> exacerbated or discovered as a result of the Project ("Newly Discovered Contamination"). The <br /> City shall,at its sole cost and expense,perform all Remedial Actions(as that term is defined below) <br /> required by Ecology with respect to the Newly Discovered Contamination.Provided,however,the <br /> Port shall bear its own internal staff costs, attorney's fees, and consultant fees incurred in <br /> cooperating with the City's performance of Ecology-required Remedial Actions for Newly <br /> Discovered Contamination. This indemnity shall not cover: (i) any Claims asserted by K-C or <br /> Claims otherwise arising from or related to existing contractual rights or obligations between K-C <br /> and the Port; or(ii) any Claims incurred as a result of any change in use of the Property from the <br /> current industrial land use. <br /> - 3 - <br /> 112375963.8 0073013-00041 <br />