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HomeMy WebLinkAboutSettlement Statement - Amoco Oil Company 4/21/06 4:15 PM Oa(Of V41 OMB No.2502-0265 A. U.S. Department "sing B.Type of Loan and Urba et��l it I 1.[ ]FHA 2.[ ] FMHA 3.[ ]Conv.Unins. I\I`v �n I 4.[ ]VA 5.[ ]Cony. Ins. Y6.File Number 7.Loan Number 2044379 Settlement Statement 8.Mortgage Ins.Case No. C. Note: This form is furnished to give you a statement of actual settlement costs. Amounts paid to and by the settlement agent are shown. Items marked("POC")were paid outside the closing: they are shown here for information purposes and are not included in the totals. D.Name of Borrower: City of Carmel Redevelopment Commission E.Name of Seller: Amoco Oil Company TIN: F.Name of Lender: G.Property Location: Lot 21,Warren& Phelps Addition; Lot 22,Warren&Phelps Addition 110 S. Rangeline Road,Carmel,IN 46032 H.Settlement Agent: Hamilton Title Security, LLC(317)843-5300 TIN: 35-2033417 Place of Settlement: 865 West Carmel Drive,Suite 110,Carmel, IN 46032 I.Settlement Date: 4/25/2006 Proration Date: 4/25/2006 J. Summary of Borrower's Transaction K. Summary of Seller's Transaction 100. Gross amount due from borrower: 400. Gross amount due to seller: 101. Contract sales price 235,000.00 401. Contract sales price 235,000.00 102. Personal property 402. Personal property 103. Settlement charges to borrower(line 1400) 770.50 403. 104. 404. 105. 405. Adjustments for items paid by seller in advance: Adjustments for items paid by seller in advance: 106. City/town taxes 406. City/town taxes 107. County taxes 407. County taxes 108. Assessments 408. Assessments \09. 409. 110. 410. 111. 411. 112. 412. 120. Gross amount due from borrower: 235,770.50 420. Gross amount due to seller: 235,000.00 200. Amounts paid by or in behalf of the borrower: 500. Reduction in amount due to seller: 201. Deposit or earnest money 501. Excess deposit(see instructions) 202. Principal amount of new loan(s) 502. Settlement charges to seller(line 1400) 0.00 203. Existing loan(s)taken subject to 503. Existing loan(s)taken subject to 204. 504. Payoff of first mortgage loan 205. 505. Payoff of second mortgage loan 206. 506. 207. 507. 208. 508. 209. 509. Adjustments for items unpaid by seller: Adjustments for items unpaid by seller: 210. City/town taxes 510. City/town taxes 211. County taxes 511. County taxes 212. Assessments 512. Assessments 213. 513. 214. 514. 215. 515. 216. 516. 217. 517. 218. 518. 7,19. . 519. 20. Total paid by/for borrower: 0.00 520. Total reduction in amount due seller: 0.00 300. Cash at settlement from/to borrower: 600. Cash at settlement to/from seller: 301. Gross amount due from borrower(line 120) 235,770.50 601. Gross amount due to seller(line 420) 235,000.00 302. Less amount paid by/for borrower(line 220) 0.00 602. Less total reduction in amount due seller(line 520) 0.00 -- 303. CASH(X)FROM()TO BORROWER 235,770.50 603. CASH()FROM(X)TO SELLER 235,000.00 L. Settlement Charges 4/21/06 4:15 PM File Number 2044379 700. Total sales/broker commission Paid From Paid From Division of commission(line 700)as follows: Borrowers Seller's 701 6 Funds at Funds at 702. S Settlement Settlement 703. Commission paid at settlement 704. 800. Items payable in connection with loan 801. Loan origination fee 802. Loan discount 803. Appraisal fee 804. Credit report 805. Lenders inspection fee 806. Mortgage insurance application fee 807. Assumption fee 808. Tax Service Fee 809. Flood Certification 810. 811. 812. 900. Items required by lender to be paid in advance 901. Interest from 902. Mortgage insurance premium for 903. Hazard insurance premium for 904. 905. 1000- Reserves deposited with lender 1001. Hazard insurance 1002. Mortgage insurance 1003. City property taxes 1004. County property taxes 1005. Annual assessments(maint.) 1006. 1007. 1009. Aggregate Accounting Adjustment 1100. Title charges 1101. Settlement or closing fee to Hamilton Title Security,LLC 350.00 1102. Abstract or title search 1103. Title examination 1104. Title insurance binder 1105. Document preparation 1106. Notary fees 1107. Attorneys fees to includes above items no.: 1108. Title insurance to Hamilton Title Security,LLC 387 50 includes above items no: 1109. Lenders coverage 1110. Owners coverage $235,000.00 $387.50 1111. Courier Fee 1112. 1113. 1200. Government recording and transfer charges 1201. Recording fees: Deed$18.00 18.00 1202, City/county tax/stamps: 1203. State tax/stamps' 1204. Sales Disclosure Filing Fee to Auditor of Hamilton County 10 00 1205. Transfer Fee to Auditor of Hamilton County 5 00 1206. 1300. Additional settlement charges 1301. Survey 1302. Pest inspection 1303. 1304. 1305. 1400. Total settlement charges(entered on lines 103,section J and 502,section K) 770.50 CERTIFICATION:I have carefully reviewed the HUD-1 Settlement Statement and to the best of my knowledge and belief,it is a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction.I further certify that I have received a copy of HUD-1 Settlement Statement. City of Carmel Redevelopment Commission Amoco Oil Company To the best of my knowledge,the HUD-1 Settlement Statement which I have prepared is a true and accurate account of the funds which were received and have been or will be disbursed by the undersigned as part of the settlement of this transaction. Hamilton Title Security,LLC Date 1. Definitions. BP Agent shall mean any person or entity acting by,through, or under BP but shall not be interpreted to mean CRC or SESCO, its environmental contractor or any other agent, contractor or subcontractor working on the Real Estate for or on behalf of CRC. BP Costs shall mean costs incurred by BP prior to the date hereof in connection with remediation of the Petroleum Contamination. BP Inspection Parties shall mean BP and/or its agents, employees, or contractors. BP Station shall mean a retail gasoline service station operated on the Real Estate by predecessors of BP and/or BP. BP Successor shall mean any person or entity that is a successor or permitted assign (pursuant to paragraph 15 herein)of BP and has possession of, or enters upon,the Real Estate. CAP shall mean the amended corrective action plan prepared on behalf of CRC and submitted to IDEM and any and all modifications, additions, amendments and changes to such plan required by IDEM in order to obtain the Completion Letter. Closing Statement shall mean a closing statement that is: (a)consistent with the terms and conditions of this Agreement; and (b)subject to the reasonable approval of BP and CRC. Commitment shall mean a commitment for title insurance with respect to the Real Estate that reasonably is satisfactory to CRC. Completion Letter shall mean a"no further action letter" or an equivalent thereof. Contamination shall mean contamination by Hazardous Materials, other than the Petroleum Contamination and/or any contamination to be remediated by the Required Remediation, in violation of Laws; Court shall mean the Hamilton Circuit Court. CRC Agent shall mean any person or entity acting by,through, or under CRC. CRC Successor shall mean any person or entity that is a successor or permitted assign (pursuant to paragraph 15 herein)of CRC and holds title to, or is in possession of,the Real Estate. ELF shall mean the Indiana Excess Liability Trust Fund. ELF Rights shall mean the rights under ELF with respect to the Petroleum Contamination and the Real Estate. Eligible Costs shall mean those Required Remediation Costs determined by ELF to be properly reimbursable under ELF (regardless of the amount of the ELF funds available for reimbursement with respect to the Petroleum Contamination or Real Estate). Escrow Agent shall mean Hamilton Title. Hamilton Title shall mean Hamilton Title Security, LLC. Hazardous Materials shall mean and include those substances listed as hazardous materials, waste and/or substances under: (i)the Comprehensive Environmental Response, Compensation and Liability 2 Act; (ii)the Clean Air Act, (iii)the Resource, Conservation and Recovery Act and the regulations promulgated under each of the foregoing (all as amended from time to time), except it shall not mean the Petroleum Contamination and/or the substances being remediated pursuant to the Required Remediation under the IDEM Approved Plan. IDEM shall mean the Indiana Department of Environmental Management. IDEM Approved Plan shall mean the CAP, once the CAP is approved by IDEM and all modifications, additions, amendments and changes required by IDEM to be included in the CAP in order to obtain the Completion Letter. Laws shall mean all applicable state,federal, or local laws, statutes, ordinances, or regulations affecting the Real Estate. Lawsuit shall mean the action pending in the Court under Cause No. 29C01-0411-MI-1502; Liabilities shall mean all claims, liabilities,judgments, injuries, losses, damages, costs, expenses,fines, and penalties (including,without limitation: (a) reasonable attorneys'fees and costs of defense; and(b) costs associated with: (i)clean-up, abatement, removal, remediation, or implementation of corrective action at, on, or under the Real Estate or adjacent real estate; (ii) encapsulation or treatment of any Hazardous Materials; and (iii)the discharge of any lien on the Real Estate). Non-Eligible Costs shall mean Required Remediation Costs incurred for work that, by its nature, is not eligible for reimbursement by ELF (regardless of the amount of the ELF funds available for reimbursement with respect to the Petroleum Contamination and/or the Real Estate). Outside Date shall mean December 31, 2006. Petroleum Contamination shall mean contamination by petroleum hydrocarbons that exists in, on, or under, and has migrated from, the Real Estate, as more particularly described on Exhibit A. Petroleum Contamination Completion Letter shall mean a Completion Letter with respect to the Petroleum Contamination, the Required Remediation, and/or the Real Estate, as applicable, in favor of BP and CRC. Proceeds shall mean the amount of$235,000.00. Real Estate shall mean that certain real estate located at the corner of 1st Street SW and South Rangeline Road in Carmel, Indiana, as more particularly described on Exhibit A. Required Remediation shall mean the remediation required by IDEM as a result of the Petroleum Contamination, pursuant to IDEM Incident Nos. 198911072 and 200303054, including both on-site and off-site corrective action work. Required Remediation Costs shall mean the costs and expenses incurred to perform the Required Remediation in accordance with the IDEM Approved Plan. Rights of Action shall mean claims, demands, damages, injuries, liabilities, or rights of action of any nature, whatsoever,whether known or unknown, disclosed or undisclosed. 2. BP Representations. BP represents and warrants to CRC that: (a) The Real Estate is not subject to any leases, tenancies, or other contracts or agreements of any kind or nature whatsoever. 3 (b) Except for the Lawsuit,there is no action, suit, arbitration, unsatisfied order or judgment, or governmental investigation or proceeding, pending or,to BP's knowledge, threatened against: (i)the Real Estate; or(ii) BP with respect to the Real Estate; except in connection with the Petroleum Contamination. (c) BP, to its knowledge(reference to BP's knowledge in this Agreement shall be limited to actual knowledge on the part of BP through its managerial personnel having current managerial responsibility for the Real Estate since the time the retail gasoline station ceased operation, or since BP took over control of the Real Estate,whichever occurred first, and with no duty to investigate)has not received any written notification from any third party that the Real Estate is in violation of any Laws, other than in connection with the Petroleum Contamination. (d) BP has disclosed to CRC all: (i)actions, suits, arbitrations, unsatisfied orders or judgments, and governmental investigations or proceedings pending or threatened against the Real Estate or BP in connection with the Petroleum Contamination; and (ii) written notifications of violations of Law provided to BP in connection with the Petroleum Contamination. (e) To BP's knowledge, the Real Estate: (i) is not being used, and has not been used, as a landfill or dump; and (ii)currently contains no: (A)underground storage tanks; or(B) Hazardous Materials in violation of the Laws, except the Petroleum Contamination. (f) BP: (i)owns the Real Estate in fee simple; (ii)has not executed, or permitted anyone to execute on BP's behalf, any conveyance, mortgage, lien, lease, security agreement, financing statement, or encumbrance of or upon the Real Estate that is now outstanding or enforceable against the Real Estate; (iii)has not executed any contract to sell all or a part of the Real Estate; and (iv) has not given any option to purchase all or any part of the Real Estate that is enforceable or exercisable now or at any time in the future. (g) To BP's knowledge, there are no unpaid claims for labor done upon, or materials furnished for,the Real Estate in respect of which liens have been or may be filed. (h) To BP's knowledge, there is no judgment of any court that is or may become a lien on the Real Estate and no petition for bankruptcy that has been filed by or against BP within the last six months, nor is any petition now pending with respect to BP for bankruptcy or insolvency. (i) To BP's knowledge, other than the possessory rights of: (i)CRC as condemnor; and (ii)any person or entity acting under, by, or through CRC; no person or entity has a right to possession, or claims possession,of all or any part of the Real Estate. Provided, however, this statement does not exclude any access or rights of entry of BP to the Real Estate. (j) To the best of BP's knowledge there is ELF coverage available in excess of $1,000,000 to pay Eligible Costs. As of the date hereof, BP has received reimbursement from ELF for$187,623.51 of the BP Costs. BP submitted a claim to IDEM on December 13, 2005, requesting reimbursement by ELF of an additional $89,741.12 of BP Costs. Subsequent to execution of this Agreement, BP will submit a request for reimbursement by ELF of an amount not to exceed$20,000.00 of BP Costs (k) Unless the ELF Rights are reassigned to BP pursuant to Section 7, and except for the request still to be made by BP pursuant to Subsection 2(j), BP shall not: (i) make 4 any other requests for reimbursement from ELF with respect to costs incurred in connection with the remediation of the Petroleum Contamination; or(ii)take any action that will reduce the ELF coverage available to pay costs incurred in connection with the remediation of the Petroleum Contamination. Notwithstanding anything in this Agreement to the contrary, BP shall be entitled to submit to ELF claims for reimbursement for matters unrelated to the Real Estate. (I) BP is authorized to provide CRC with the indemnities set forth in this Agreement. (m) BP has the financial wherewithal to meet the indemnity obligations set forth in this Agreement. (n) BP has passed all resolutions, and taken all other actions, required for BP to execute and deliver, and perform its obligations under,this Agreement. (o) BP has not dealt with any broker or other finder with respect to this Agreement or the transaction contemplated hereby, and no broker or other finder is entitled to any commission or a finder's fee as a result of any action of BP in connection herewith. (p) Each of the above representations and warranties is made for the purpose of inducing CRC to agree to this Agreement. BP expressly authorizes CRC and Hamilton Title to rely on such representations. BP makes no representation and/or warranty to CRC regarding: (a)the habitability or condition of the Real Estate; or(b)the fitness of the Real Estate for any particular use or purpose; other than the representations and warranties set forth in this Section. 3. CRC Representations. CRC represents and warrants to BP that: (a) CRC is authorized to provide BP with the indemnities set forth in this Agreement. (b) CRC has the financial wherewithal to meet the indemnity obligations set forth in this Agreement. (c) CRC has passed all resolutions, and taken all other actions, required for CRC to execute and deliver, and perform its obligations under, this Agreement. (d) CRC has not dealt with any broker or finder with respect to this Agreement or the transaction contemplated hereby, and no broker or finder is entitled to any commission or a finder's fee as a result of any action of CRC in connection herewith. (e) Each of the above representations and warranties is made for the purpose of inducing BP to agree to this Agreement. CRC expressly authorizes BP and Hamilton Title to rely on such representations. 4. CRC Acknowledgments. CRC acknowledges that: (a) With respect to the physical condition of the Real Estate, CRC is taking and accepting the Real Estate: (i) in an "as is-where is" condition; and (ii)with full knowledge and acceptance of: (A)the Petroleum Contamination; (B)the obligation to perform the Required Remediation; provided that such acknowledgment and acceptance by CRC shall not relieve BP of any of its obligations hereunder; and (C)any and all other conditions of the Real Estate including those now known and those which are not now known but which may be discovered at a later date. 5 (b) Remediation and/or corrective action undertaken by BP relates to two separate IDEM incident numbers: (i)No. 198911072; and (ii) No. 200303054. Costs incurred in connection with remediation (including costs of obtaining a Completion Letter)with respect to Incident No. 200303054 may not be eligible for reimbursement pursuant to ELF. Notwithstanding such potential ineligibility, CRC shall: (i) perform remediation and/or corrective action with respect to Incident No. 200303054 in accordance with the IDEM Approved Plan; and (ii)otherwise satisfy its obligations under Section 8. (c) BP does not warrant or represent to CRC that IDEM or ELF will reimburse CRC or its contractors for costs and expenses incurred by CRC for the Required Remediation undertaken following the execution of this Agreement. CRC acknowledges that its understanding as to its eligibility for reimbursement for the Required Remediation Costs is based on its own independent assessment and review of the applicable law, regulations and discussions with IDEM. 5. Closing. (a) Proceeds. CRC and BP agree that the Proceeds represent just compensation payable by CRC to BP for: (i)fee simple title to the Real Estate; and (ii) relocation expenses. (b) Contemporaneously with the execution of this Agreement: (i)the Proceeds shall be deposited with Escrow Agent; and (ii) Escrow Agent shall pay, out of the Proceeds: (i) any and all outstanding mortgages, liens, and encumbrances on the Real Estate; (ii)any and all delinquent taxes and assessments relating to the Real Estate; and (iii)all other amounts for which BP is responsible pursuant to the Closing Statement. (c) Contemporaneously with the execution of this Agreement and deposit of the Proceeds with Escrow Agent,the parties shall enter into a Stipulation of Dismissal of the Lawsuit that provides that the amount of damages assessed by the Court appointed appraisers and deposited by CRC with the Clerk of Hamilton County shall be paid to CRC. (d) Contemporaneously with the execution of this Agreement, a closing shall occur with respect to the conveyance of the Real Estate to CRC. At the closing: (i) BP shall receive the Proceeds, less: (A)amounts expended by Escrow Agent pursuant to Subsection 5(b); and (B)any other amounts due and payable by BP in connection with the closing; (ii) BP shall execute and deliver a non-foreign affidavit in the form attached hereto as Exhibit B; (iii) BP and CRC shall execute and deliver the Closing Statement; (iv) BP shall execute and deliver a quit claim deed in the form attached hereto as Exhibit C; (v) BP shall execute and deliver a vendor's affidavit in the form attached hereto as Exhibit D; (vi) BP shall execute and deliver a Remediation Equipment Bill of Sale in the form attached hereto as Exhibit E; 6 (vii) CRC will execute and deliver a right of entry access agreement in the form attached hereto as Exhibit F and shall cause such exhibit to be recorded with the appropriate county recorder. (viii) CRC and BP will enter into an Environmental Assignment and Assumption Agreement in the form attached hereto as Exhibit G with regard to the assignment of rights to reimbursement for the Required Remediation Costs through ELF. (viii) BP shall execute and deliver a Responsible Property Transfer Law Disclosure Document as required by the Indiana Code; and (vix) BP and CRC shall execute and deliver any other documents reasonably required by Hamilton Title so that it can issue a title policy to CRC free of the standard, pre-printed exceptions. 6. Expenses. (a) BP shall: (i)be responsible for all expenses incurred with respect to the Real Estate and attributable to the period prior to the date of the closing; (ii)arrange for all utility bills to be determined through the date of the closing; and (iii)pay such bills contemporaneously with the closing. (b) BP shall be responsible for the payment of all installments of real estate taxes first becoming due and payable prior to the date of the closing. CRC shall be responsible for the payment of all installments of real estate taxes first becoming due and payable after the date of the closing. (c) CRC shall be responsible for all costs and expenses in connection with obtaining an owner's policy of title insurance consistent with the Commitment. (d) CRC shall be responsible to pay the fee charged by Hamilton Title in connection with the closing. 7. ELF Assignment. By execution of this Agreement and execution of Exhibit G, BP assigns and conveys its interest in the ELF Rights to CRC; provided that: (a) BP shall cooperate with CRC in accomplishing the assignment and conveyance of the ELF Rights in a manner that satisfies any assignment requirements of ELF and/or IDEM; and (b)the ELF Rights shall not include the interest of BP in and to reimbursement by ELF of up to an aggregated amount of$300,000 of BP Costs. CRC represents and warrants that it shall exercise reasonably diligent efforts to complete the Required Remediation in accordance with the IDEM Approved Plan and this Agreement. If CRC either: (a)breaches the foregoing representation and warranty; or(b) fails to complete the Required Remediation in accordance with the IDEM Approved Plan on or before the Outside Date; then, upon receipt of written request of BP, CRC shall: (a) re-assign and re-convey the ELF Rights to BP; and (b)grant to BP and its contractors all necessary access to the Real Estate so that BP can complete the Required Remediation in accordance with the IDEM Approved Plan. Notwithstanding the foregoing, if CRC fails to complete the Required Remediation in accordance with the IDEM Approved Plan on or before the Outside Date due to the existence of any Contamination in excess of, or in greater concentrations than, the Petroleum Contamination,then CRC shall not be obligated to re-assign or re- convey the ELF Rights to BP. 7 8. Remediation. (a) Within 30 days of the execution of this Agreement, CRC shall seek to obtain the approval of IDEM for the IDEM Approved Plan for the Required Remediation. CRC shall be responsible for exercising reasonably diligent efforts to: (i)complete the Required Remediation in accordance with the IDEM Approved Plan; and (ii)obtain the Petroleum Contamination Completion Letter from IDEM upon completion of the Required Remediation. CRC and BP acknowledge that CRC has not agreed to perform any remediation or other corrective action work with respect to the Real Estate or any Contamination other than the completion of the Required Remediation in accordance with the IDEM Approved Plan (including that CRC has not agreed to perform any remediation or other corrective work in excess of, or in addition to,that required by the IDEM Approved Plan). (b) BP shall have the right to: (i)review the CAP; and (ii)consult with CRC's contractors and IDEM regarding the CAP. CRC shall send or cause to be sent to BP(at the address in the Notice section of this Agreement)a copy of the CAP and any proposed additions, modifications, amendments,the IDEM Approved Plan and all subsequent submissions to IDEM of work in progress, monitoring and other matters relating to the Required Remediation. BP shall cooperate with CRC in connection with submitting the CAP to IDEM and performing the Required Remediation (including,without limitation,that BP shall provide information and documents pertaining to the Real Estate to CRC); provided that such cooperation shall not include performance of any of the Required Remediation or incurring: (i)expenses that are duplicative of those incurred by CRC in connection with the submission of the CAP or the performance of the Required Remediation; or(ii) Non-Eligible Costs. (c) CRC acknowledges that BP and/or its contractors have installed various monitoring equipment and wells on the Real Estate. CRC acknowledges that from the effective date of this Agreement, CRC, by and through its environmental contractors,will take ownership and control of the monitoring equipment including wells installed by BP or its contractors and shall be solely responsible for the use of such equipment and wells from the effective date of this Agreement forward, shall indemnify and hold harmless BP and/or its contractors against any and all claims, action or causes of action arising out of injuries or damages allegedly caused by or relating to such monitoring equipment and wells, and shall be solely responsible for removal of such monitoring equipment and wells at the appropriate time to be determined by the CRC and/or its environmental contractor upon the issuance of the Petroleum Contamination Completion Letter. (d) Upon execution of this Agreement, CRC and BP will cooperate with IDEM to provide IDEM with all requested information and will cooperate to transfer authority for and the obligation to perform the Required Remediation to CRC all as may be requested by IDEM, including execution of an agreed order with IDEM as to the relevant terms of this Agreement and the responsibilities of the parties for the Required Remediation. 9. Payment. CRC shall pay the Required Remediation Costs and shall then submit claims to IDEM for ELF reimbursement of Eligible Costs. If CRC is not reimbursed for Eligible Costs because of the status of BP having reached its annual maximum reimbursement amount("AMRA"),which BP represents currently has been set by IDEM at$3,000,000, then BP shall pay to CRC within 60 days of demand,the Eligible Costs that ELF fails to reimburse, provided that CRC provides BP with documentation from IDEM that reasonably supports such reimbursement will not be made by ELF because BP has reached its AMRA. If CRC is not reimbursed for Eligible Costs due to a 8 moratorium on ELF reimbursements that lasts more than six(6) months,then BP shall pay to CRC within 60 days of demand, the Eligible Costs that ELF fails to reimburse. Upon payment by BP to CRC under these circumstances, CRC and its environmental contractors(if necessary) shall assign to BP CRC's rights to ELF reimbursement for the amounts sought by CRC in order for subsequent ELF payment of the Eligible Costs to be made directly to BP so that CRC does not receive double payment. CRC shall be solely responsible for payment of all Non-Eligible Costs. 10. Inspection. Upon reasonable written notice delivered to CRC,the BP Inspection Parties may enter upon the Real Estate for the purpose of inspecting the progress of the Required Remediation as BP reasonably deems to be necessary or appropriate; provided that, in connection with any such inspection: (a)the BP Inspection Parties shall comply with all health and safety rules of which BP has been informed that have been established for personnel present on the Real Estate; and (c) BP shall coordinate the inspections so that the inspections do not interfere with the performance of the Required Remediation. CRC shall have the right to accompany, and/or to have its agents, employees, or contractors accompany,the BP Inspection Parties during any inspection pursuant to this Section. All rights of the BP Inspection Parties under this Section automatically shall terminate as of the date on which the Required Remediation is completed. 11. Releases. (a) On the date hereof, BP,for itself and its successors and assigns, releases and forever discharges CRC, its successors and assigns, and its present and former officers, directors, members, employees, and agents, both individually and in their representative capacities,from any and all Rights of Action that BP has or may have on the date hereof on account of, arising out of, based upon, or in any manner connected with the Lawsuit. (b) On the date hereof, CRC, for itself and its successors and assigns, releases and forever discharges BP, its successors and assigns, and its present and former officers, directors, members, employees, and agents, both individually and in their representative capacities,from any and all Rights of Action that CRC has or may have on the date hereof on account of, arising out of, based upon, or in any manner connected with the Lawsuit, the Petroleum Contamination,the Required Remediation, the Required Remediation Costs, and the Non-Eligible Costs. (c) Nothing in this Section shall be deemed to constitute a release or discharge with respect to any Rights of Action that BP or CRC has or may have on account of, arising out of, based upon, or in any manner connected with this Agreement. 12. BP Indemnity. BP hereby covenants and agrees to indemnify and hold harmless CRC from and against any and all Liabilities that may be incurred by, asserted against, or imposed on CRC as a direct or indirect result of: (a) Petroleum Contamination that results from migration from the Real Estate to other property, except to the extent that CRC, a CRC Agent, or a CRC Successor is responsible for: (i)the existence of the Petroleum Contamination on the Real Estate; or (ii)the migration of the Petroleum Contamination from the Real Estate; (b) Contamination existing in, on, or under the Real Estate that first occurs after the date hereof,to the extent that such Contamination is caused by BP, a BP Agent, or a BP 9 Successor, including, without limitation, Contamination that results from migration of Hazardous Materials from the Real Estate to other property after the date hereof, to the extent that BP, a BP Agent, or a BP Successor is responsible for: (i)the existence of the Hazardous Materials on the Real Estate; or(ii)the migration of the Hazardous Materials from the Real Estate to the other property; (c) any inaccuracy or untruth in any respect of any representation or warranty made by BP herein; (d) any federal, state, local, or other tax liabilities, assessments, or obligations of BP with respect to the Real Estate; (e) any failure of BP to comply with,fulfill, or perform any covenant, term, or condition to be complied with,fulfilled, or performed by it hereunder; and (f) the enforcement by CRC of the terms and conditions of this Agreement with respect to the obligations of BP. Notwithstanding anything to the contrary set forth herein, the foregoing indemnity shall not apply to Liabilities incurred by, asserted against, or imposed on CRC as a direct or indirect result of claims made in connection with the performance by CRC of(or the failure of CRC to perform)the Required Remediation in accordance with the IDEM Approved Plan. 13. CRC Indemnity. CRC hereby covenants and agrees to indemnify and hold harmless BP from and against any and all Liabilities that may be incurred by, asserted against, or imposed on BP as a direct or indirect result of: (a) the performance of(or the failure of CRC to perform)the Required Remediation in accordance with the IDEM approved Plan, including but not limited to notices of future violations by IDEM of the, Required Remediation and IDEM Approved Plan. (b) Contamination in, on, or under the Real Estate that first occurs after the date hereof, to the extent that such Contamination is caused by CRC, a CRC Agent, or a CRC Successor, including,without limitation, Contamination that results from migration of Hazardous Materials from the Real Estate to other property after the date hereof, to the extent that CRC, a CRC Agent, or a CRC Successor is responsible for: (i)the existence of the Hazardous Materials on the Real Estate; or(ii)the migration of the Hazardous Materials from the Real Estate to the other property. (c) any failure of CRC to comply with,fulfill, or perform any covenant,term, or condition to be complied with, fulfilled, or performed by it hereunder; and (d) the enforcement by BP of the terms and conditions of this Agreement with respect to the obligations of CRC. 14. Defaults. CRC or BP shall be in default under this Agreement if CRC or BP, respectively,fails to perform any obligation required by this Agreement to be performed by it. In the event of such a default, the sole remedies available to the non-defaulting party shall be to pursue: (a)the remedies of specific performance or injunction; or(b)an action to enforce an obligation to pay money. 10 15. Successors and Assigns. This Agreement and each of the covenants and obligations herein shall be binding upon, and inure to the benefit of, all the parties hereto, and their respective successors and assigns. Any assignment of the Agreement must include the assumption in writing of all rights and obligations under this Agreement. This Agreement shall not be assigned by any party without the written approval of the other party,which may be withheld at the party's sole discretion. 16. Notice. For purposes of this Agreement only, all notices and other communications under this Agreement shall be in writing and will be deemed to have been given when (a)delivered by hand with written confirmation of receipt, (b)sent by telecopier,with written confirmation of receipt provided that a copy is also mailed by certified mail, return receipt requested, or(c)when received by the addressee, if sent by a nationally recognized overnight delivery service, in each case to the person(s)and at the addresses designated below: To CRC: Les Olds, CRC Executive Director City of Carmel One Civic Square Carmel, Indiana 46032 With a copy to Karl Haas Wallack, Somers& Haas, P. C. One Indiana Square Indianapolis, In 46204 To BP: BP Products North America Inc. do Atlantic Richfield Company 28100 Torch Parkway Warrenville, IL Attn: Environmental Business Manager- IN Retail Project, former Amoco Site, #20270 With a copy to: BP America Inc. 4101 Winfield Road Warrenville, IL 60555 Attention: Real Estate Attorney 17. Authority. Each of CRC and BP represents that: (a)the execution by the undersigned of this Agreement on behalf of CRC and BP, respectively, has been authorized by CRC and BP, respectively; (b)this Agreement is made without reliance upon any statement or representation of any party or person, other than the representations of BP and CRC, respectively, herein; (c)no promise, inducement, or agreement has been made to it, other than those set forth herein; and (d)this Agreement represents the entire understanding between the parties with respect to the subject matter hereof, and supersedes and all prior agreements between the parties with respect to such subject matter. 11