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WHEREAS, the Comfort Letter requires Curtis to take certain steps in order to maintain
<br />its liability protections, one of which is to perform an investigation into potential vapor intrusion
<br />resulting from the existing volatile organic compound ( "VOC ") contamination in the
<br />groundwater under the Property and mitigate exposure to potential vapor intrusion if necessary,
<br />which contamination is currently being addressed by Honeywell through the VRP.
<br />WHEREAS, the Commission and Curtis each wish to conclude the sale of the Property
<br />from the Commission to Curtis as contemplated by the Curtis Purchase Agreement, and the entry
<br />into this Environmental Agreement is a condition to the obligations of the Parties to conclude
<br />that sale.
<br />NOW, THEREFORE, for and in good and valuable consideration, the receipt and legal
<br />sufficiency of which is hereby acknowledged, the Parties agree as follows:
<br />1. Definitions. The following definitions will apply to the listed terms wherever
<br />they appear in this Environmental Agreement. Moreover, each defined term stated in a singular
<br />form or plural form shall include the other. Each defined term stated in a masculine form or
<br />feminine form shall include the other. Capitalized terms not defined in this Paragraph 1 shall
<br />have the same meaning as defined elsewhere in the Environmental Agreement.
<br />a. "Certificate of Completion" means the certification by the commissioner of IDEM
<br />in accordance with and pursuant to IC 13- 25 -5 -16 and the VRA.
<br />b. "Claim" means all claims, third party claims, causes of action, lawsuits, cross -
<br />claims, counterclaims, obligations, liabilities, rights, demands (including letter -
<br />demands, notices, or inquiries from any person or government agency), penalties,
<br />assessments, losses, damages, requests, suits, lawsuits, costs (including attorneys'
<br />fees and expenses), interest of any kind, actions, administrative proceedings,
<br />criminal proceedings, or orders, of whatever nature, character, type of description,
<br />whenever and however occurring, whether at law or in equity, and whether
<br />sounding in tort or contract, or any statutory, regulatory, or common law claim or
<br />remedy of any type, arising directly or indirectly, in whole or in part, from any
<br />action a Party may take against a person to recover the Party's costs for the
<br />investigation or remediation of the Property or to compel or enjoin a person to
<br />investigate or remediate the Property.
<br />c. "Engineering Controls" shall mean Remediation Work taken to contain or control
<br />Environmental Conditions or exposure to Environmental Conditions at, on, or
<br />under the Property, including, but not limited to maintaining impervious caps over
<br />portions of the Property.
<br />d. "Environmental Conditions" means the actual, alleged, or threatened, presence,
<br />discharge, dispersal, release, escape, migration, seepage or abandonment of any
<br />solid, liquid, gaseous or thermal irritant or contaminant, including but not limited
<br />to, Hazardous Substances as defined below, vapors, soot, fumes, acids, alkalis,
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