6C7 Renaissance District PH II - Laserfiche WebLink

Home Browse Search

The Parties agree the Commission will take reasonable steps to remediate the Existing Environmental Conditions including, but not limited to, Two Million Six Hundred Sixty Thousand Dollars ($2,660,000) which sum includes the costs of the Phase I and Phase II studies which have been completed ( "Existing Environmental Conditions Remediation Cost "). 2. Environmental Indemnification. The Commission agrees to release, indemnify and hold harmless Union Station against and in respect of any and all damages, claims, losses, liabilities and expenses, including without limitation legal fees and environmental consulting or sampling fees or expenses (the "Environmental Costs ") which may be imposed upon, incurred by or asserted against Union Station pursuant to the requirements of any governmental authority, including but not limited to the IDEM and the United States Environmental Protection Agency, or any unrelated third party, arising out of, in connection with or relating to the Existing Environmental Conditions described in paragraph 1 above, or any other environmental condition, known or unknown, existing at the Property on or before the date of Closing as defined in the Purchase Agreement, including without limitation, the Environmental Costs which may be imposed upon, incurred by or asserted against Union Station as a result of the Existing Environmental Conditions. As agreed to in paragraph 1 of this Agreement, the Commission will advance the Existing Environmental Conditions Remediation Cost. The Parties shall work together and take reasonable steps not to disrupt the businesses of the existing Tenants in the Ivy Tower Building during any environmental remediation. The Parties further understand the lead paint mitigation will necessarily occur over time, and any Existing Environmental Conditions Remediation Cost shall be paid as incurred. The Commission shall have the right to review and approve any and all activities or plans that may result in such Environmental Costs in order to minimize such Environmental Costs, provided that if the Commission objects to any such activities, plans or Costs, the Commission shall propose an alternative that is consistent with: a) applicable federal and Indiana laws, including without limitation, implementing regulations and guidance; and b) Union Station's redevelopment and use of the Property. The Commission's review of activities and plans that may result in Environmental Costs shall not exceed fifteen (15) business days and approval shall not be unreasonably withheld. 3. Environmental Indemnification to Run with the Property in Perpetuity. The indemnification in Paragraph 2, above, shall run with the Property in perpetuity and shall inure to the benefit of Union Station and all future owners of the Property or any interest therein and their respective successors, assigns, parents, affiliates, mortgagees, or lessees ( "Indemnitees "), except to the extent that any such Indemnitee causes or contributes to any environmental condition at or from the Property or exacerbates any Existing Environmental Condition, unless exacerbation of Existing Environmental Conditions results from the use of the Property by Union Station. 4. Waiver of Commission Defenses Based on Union Station Knowledge of Environmental Defects at the Propea. The Commission expressly waives any legal defenses, either in law or equity, based on Union Station's actual or constructive knowledge of the existence or potential existence of environmental defects on, at, or under the Property.