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claim by counsel of its choosing at its sole cost and expense. The Indemnitees shall give the City <br />and its counsel reasonable assistance and cooperation with respect to such defense. The City <br />shall not be obligated to pay any legal or defense costs for claims not covered by the Indemnity. <br />If investigative, abatement, or remedial work is required to resolve any claim covered by <br />the Indemnity, then the City shall have the right to select the environmental consultant and shall <br />pay for such work at its sole cost and expense. The City shall not be obligated to pay any costs <br />for investigative, abatement, or remedial work not covered by the Indemnity. <br />If the City, within thirty (30) days after notice of any claim covered by the Indemnity, <br />fails to undertake defense, the Indemnitees shall have the right to undertake defense, including <br />compromise or settlement thereof with counsel of their choosing, and to select an environmental <br />consultant to perform environmental investigation and remediation work required to address <br />such claim by an applicable government authority. The City shall be responsible for reimbursing <br />the Indemnitees for these legal fees and costs. The City shall retain the right to assume such <br />defense and environmental work, with legal counsel and an environmental contractor of its <br />choosing. <br />6. Termination of Indemnity. The Indemnity set forth in Paragraph 3 above shall <br />automatically terminate as to matters arising after the date of such termination (but not to matters <br />arising prior thereto) on the earlier of: <br />a. With regard to Environmental Conditions, the date that is seven and one half <br />(7.5) years from the date of this Agreement; or <br />b. The date that Developer, its successors or assigns, is deemed to be in non- <br />compliance with its obligations under the Development Agreement with regard to <br />Developer's Private Investment in the Property, and such non-compliance <br />continues for more than 90 days after written notice to Developer from City <br />advising of same. In determining non-compliance, the following calculation shall <br />apply and control: For every One Dollar ($1.00) actually expended by the City to <br />complete the Abatement, Developer shall expend Four Dollars ($4.00) in <br />improvements to stabilize and rehabilitate the Building or Property. <br />c. With regard to any other Hazardous Materials, the date that is fifteen (15) years <br />from the date of this Agreement; or <br />d. The date on which the City receives a Certificate of Completion or such other <br />written confirmation or certification from IDEM under any applicable State of <br />Indiana program, including without limitation a "no further action" letter that <br />covers the Property. <br />7. Abatement. Subject to the terms of this Agreement, the City shall promptly <br />perform the environmental investigations and corrective actions necessary to complete the <br />Abatement. <br />8. Access. Developer grants the City and its agents and contractors reasonable <br />access to and use of the Building and the Property to enable the City and its agents and <br />contractors to obtain reasonable and necessary data and to implement any Abatement that the <br />Page 3 <br />