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1. Recitals. The Parties hereby incorporate the above Recitals into this Agreement
<br />as if fully set forth herein.
<br />2. Environmental Conditions. The Parties acknowledge that there may be lead or
<br />asbestos containing materials or lead paint conditions or contaminants, including but not limited to
<br />Hazardous Materials, that have been released onto, at, on or in the Property or Building which
<br />may be in excess of the Indiana Department of Environmental Management's ("IDEM") clean-
<br />up criteria or screening levels and that the City has agreed to expend funds to identify and abate
<br />such lead or asbestos containing materials or lead paint conditions or contaminants that have been
<br />released onto, in, on or at the Property or Building (collectively, "Environmental Conditions").
<br />3. Indemnification. Subject to the terms of this Agreement, the City agrees to
<br />release, indemnify and hold harmless Developer, including any of its members, managers,
<br />directors, officers, agents, and employees (collectively, the "Indemnitees"), against and with
<br />respect to any and all damages, claims, losses, liabilities and expenses, including without
<br />limitation legal fees and environmental consulting or sampling fees or expenses, excluding
<br />internal management, administrative or overhead costs (the `Environmental Costs"), which may
<br />be imposed upon, incurred by or asserted against Developer arising out of, in connection with or
<br />relating to the Environmental Conditions set forth in Paragraph 2 above, or any other Hazardous
<br />Materials, known or unknown, that exist in the Building or at the Property as of the date of this
<br />Agreement.
<br />to:
<br />4. Hazardous Materials Defined. As used herein, "Hazardous Materials" shall refer
<br />a. Any "hazardous waste" as defined by the Resource Conservation and Recovery
<br />Act of 1976 ("RCRA"), as amended from time to time, and regulations
<br />promulgated thereunder;
<br />b. Any "hazardous substance" as defined by CERCLA, as ainended from time to
<br />time, and regulations promulgated thereunder;
<br />c. Any oil, hydrocarbon, petroleum, and related compounds;
<br />d. Any substance that is a pollutant or contaminant or is toxic, ignitable, reactive, or
<br />corrosive that is regulated by the City, St. Joseph County, the State of Indiana, or
<br />the United States of America;
<br />e. Any dry cleaning, laundry, or similar cleaning chemicals, solvents, fluids, or
<br />compounds;
<br />f. Any and all material or substances that are defined as "hazardous waste,"
<br />"extremely hazardous waste," or a "hazardous substance" pursuant to the
<br />applicable state, federal, or local governmental law, including asbestos and
<br />polychlorinated biphenyls; and
<br />g. Any other matter or material that is a pollutant or contaminant as determined by
<br />any governmental authority applicable to the Property.
<br />5. Claims. The Indemnitees shall give the City prompt written notice of any claim
<br />asserted against one or more Indemnitees including, but not limited to, any notice of claim,
<br />demand, action, controversy, or suit which may give rise to a claim of indemnification under this
<br />Agreement. If the claim is covered by the Indemnity, the City shall undertake the defense of such
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