10B Action 2011 0606 - Laserfiche WebLink

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5. OSlsoft's Studies: Right of Entry. During the Term, OSlsoft shall use its best efforts to prepare, at OSlsoft's expense, any studies, surveys, plans, specifications and reports ( "OSlsoft Studies ") OSlsoft deems necessary or desirable in OSlsoft's sole discretion to determine the viability of the Project. Such studies may include, without limitation, marketing, feasibility, seismic and environmental studies, financial feasibility analyses and design studies. OSlsoft shall be responsible for obtaining City's advance written permission for access to the Property as may be necessary to prepare the OSlsoft Studies. In connection with entry to the Property, OSlsoft shall and hereby agrees to indemnify, defend (with counsel approved by City) and hold harmless the Indemnitees (defined in Section 14) from and against all Claims (defined in Section 14) resulting from or arising in connection with entry to the Property by OSIsoft or OSlsoft's agents, employees, consultants, contractors or subcontractors. City may require OSIsoft to execute a right of entry agreement satisfactory to City prior to entry into the conduit. OSIsoft's inspection, examination, survey and review of the Property shall be at OSIsoft's sole expense, but OSIsoft shall not be required to pay for, or reimburse the City, for time spent on such activities. OSlsoft shall provide City with copies of all OSIsoft Studies, including without limitation reports and test results within ten (10) days following completion of such reports and testing, whether or not such reports and test results are completed prior to or after the expiration or earlier termination of this Agreement. The City agrees to keep all such reports and testing confidential. After any necessary inspection, examination, survey or review OSIsoft shall repair, restore and return the Property to its condition immediately preceding OSlsoft's entry therein at OSIsoft's sole expense, unless otherwise directed by City. OSlsoft shall at all times keep the Property free and clear of all liens and encumbrances affecting title to the Property. OSlsoft's indemnification obligations, obligations to the OSIsoft Studies, and obligations to discharge liens that attach to the Property as set forth in this Section 5 shall survive the expiration or earlier termination of this Agreement. 6. City Responsible for its Own Expenses. City will be responsible for its costs (staff, attorney and consultant time) and expenses to assist OSlsoft with access to or surveys of the Property, and to conduct any studies including without limitation any marketing, financial feasibility, and design studies it deems necessary to assist it with the analysis of OSlsoft's proposal and the Project. However. OSIsoft shall be responsible for any environmental studies required by the California Environmental Quality Act (CEQA), including an Environmental Impact Report should one become necessary, that is required for the approval of the License or other agreement. 7. OSlsoft's Pro Forma. Prior to execution of the License contemplated by this Agreement, OSIsoft shall provide City with a pro forma that confirms the financial feasibility of the proposed Project. 8. Expenses. Except as otherwise expressly provided herein, OSIsoft shall pay all of its own costs and expenses incurred in connection with this Agreement and the activities contemplated hereby. 4