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ENVIRONMENTAL INDEMNIFICATION AGREEMENT
<br />The City of South Bend, Indiana (“City”), acting by and through its Board of Public Works
<br />(the “Board”) and McCormick & Company, Incorporated, a Maryland corporation (“McCormick”),
<br />hereby enter into this Environmental Indemnification Agreement (“Agreement”) effective as of May
<br />14, 2024, 2024 related to activities performed in the course of business by McCormick at or on a
<br />certain parcel of real estate with a street address of 3425 Lathrop Street, South Bend, Indiana 46628
<br />and more particularly described in Exhibit A attached hereto (“Property”).
<br />WHEREAS, McCormick has been in sole possession of the Property since June 1, 1976; and
<br />WHEREAS, the Board intends to convey the Property to McCormick via a quit claim deed
<br />on the date hereof; in recognition of McCormick’s successful completion of its obligations as set
<br />forth under a lease agreement executed between the City and McCormick on June 1, 1976; and
<br />WHEREAS, as a condition of the transfer of the Property, McCormick agrees to indemnify
<br />the City with respect to environmental matters associated from its use of the Property from June 1,
<br />1976 to the date of execution of this Agreement (the “Indemnification Period”) in accordance with
<br />the terms and conditions of this Agreement; and
<br />NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
<br />which are hereby acknowledged, McCormick and City each agrees as follows:
<br />McCormick, at its sole cost and expense, hereby agrees to protect, defend, indemnify, release
<br />and hold the City, its officers, agents and employees harmless from and against any and all losses,
<br />claims, lawsuits, or judgments imposed upon or incurred by the City, whether directly or indirectly,
<br />arising out of or in any way relating to any one or more of the following: (a) any presence of any
<br />hazardous substances in violation of local, state or Federal environmental laws in, on, above, or
<br />under the Property during the Indemnification Period due to the acts or omissions of McCormick or
<br />its employees, agents or contractors; (b) any past, present or threatened release of hazardous
<br />substances in violation of local, state or Federal environmental laws in, on, above, under or from the
<br />Property due to the acts or omissions of McCormick or its employees, agents or contractors during
<br />the Indemnification Period; (c) McCormick or any employee, agent or contractor of McCormick in
<br />connection with any actual, proposed or threatened use, treatment, storage, holding, existence,
<br />disposition or other release, generation, production, manufacturing, processing, refining, control,
<br />management, abatement, removal, handling, transfer or transportation to or from the Property of any
<br />hazardous substances during the Indemnification Period in violation of local, state or Federal
<br />environmental laws applicable to the Property; and (d) any other violation by McCormick or its
<br />employees, agents or contractors of any local, state or Federal environmental laws applicable to the
<br />Property and the operations conducted thereon during the Indemnification Period. It is expressly
<br />understood that the indemnity protections contemplated in this Agreement are limited to actions first
<br />arising during the Indemnification Period.
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