6C5 - Laserfiche WebLink

Home Browse Search

Lease Agreement require that, upon termination of the Lease, the City and Bosch enter into an agreement evidencing the continuing obligations under the Remediation Agreement which include among other things honoring all Institutional Controls, Engineering Controls and deed restrictions and providing indemnity for environmental contamination directly resulting from their respective actions on the Property all as more specifically outlined below; WHEREAS, the City purchased the Property from Honeywell in its AS -IS WHERE IS condition including any and all environmental conditions and waived any claim against Honeywell with respect to environmental matters or conditions excepting only such claims preserved under the Remediation Agreement or the Agreement of Sale. WHEREAS, Bosch has provided written notice to the City, pursuant to Section 21 of the Lease Agreement, that it is exercising its right to terminate the lease effective December 31, 2012; and WHEREAS, the Parties wish to clarify their rights and responsibilities, as required by the Rehabilitation Agreement, regarding (i) the continuing obligations under the Remediation Agreement and (ii) present and future environmental contamination of the Property. NOW, THEREFORE, for good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Environmental Conditions. The Parties acknowledge that there are certain Hazardous Substances (as defined herein) at, in or under the Property which are in excess of the Indiana Department of Environmental Management's ( "IDEM ") clean-up criteria or screening levels and that Honeywell has agreed to continue its Remediation Work on the Property as required to achieve the Remediation Objectives for Environmental Conditions as set forth in the Remediation Agreement. 2. Definitions. Capitalized terms not defined herein shall be as defined in the Remediation Agreement and Agreement of Sale respectively. 3. Bosch's Indemnification. Subject to the terms of this Agreement, Bosch agrees to release, indemnify and hold harmless the City and any subdivision or agency thereof, including any public officials, directors, officers, agents, employees, against and with respect to any and all damages, claims, losses, liabilities and expenses, including without limitation legal fees and environmental consulting or sampling fees or expenses, excluding internal management, administrative or overhead costs, (the "Environmental Costs ") which may be imposed upon, incurred by or asserted against the City arising out of, in connection with or relating to: (a) Environmental Conditions, as defined in the Remediation Agreement, on the date of this Agreement in the interior of the buildings on the Property which are required to be remediated under current or future Environmental Laws, but for this subsection (a) only, excluding Environmental Conditions present under any buildings on the Property and any Environmental Conditions that arise out of or result from acts or omissions of the City and its Successors in