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6. SJRMC and/or Community Health lth Partners of South Bend will invest <br />approximately $1.2 million in private funds to furnish and equip the Bendix Family Physicians <br />building as a full service medical practice and community health informational programming <br />venue, and shall provide ongoing operational and building maintenance expenses. SJRMC shall <br />require Bendix Family Physicians to continue regular operations for a minimum of ten years <br />from the date of opening. Such regular operations are described on Exhibit B attached hereto. <br />SJRMC represents and warrants that SJRMC and/or Community Health Partners will pay the <br />Commission's incurred Project expenses up to $500,000, prorated on annual basis, if operations <br />cease during this period or the responsible 501(c)(3) entity is dissolved without assigning the <br />terms of this agreement to an entity which shall provide the level of services provided by Bendix <br />Family Physicians for the remainder of the ten (10) year term. <br />7. SJRMC represents and warrants that it has all requisite corporate authority <br />to enter into this Agreement. <br />8. This Agreement shall be binding upon the parties hereto and their <br />respective successors and assigns. <br />9. The Parties agree to take such actions, including the execution and <br />delivery of documents and instruments, as may be necessary or appropriate to carry out the terms <br />and intent of this Agreement and to aid and assist each other in carrying out the terms and intent. <br />10. No recourse under or upon any obligation, covenant, or agreement of this <br />Agreement or for any claim based thereon or otherwise in respect thereof shall be had against the <br />appointed or elected public officials of the City or the Commission or their respective officers, <br />agents, and employees, in any amount subject to the terms and conditions herein, and no liability, <br />right or claim at law or in equity shall attach to or shall be incurred by the public officials of the <br />City, the Commission or their respective officers, agents, and employees and all such claim's are <br />hereby expressly waived and released as a condition of and as a consideration for the execution <br />of this Agreement by the Commission, provided such elected officials, officers, agents, and <br />employees are acting pursuant to lawful authority and are uniformly enforcing and/or <br />administering the laws, ordinances, practices and procedures of the City and the Commission. <br />No recourse under or upon any obligation covenant or agreement of this Agreement or for any <br />claim based thereon or otherwise in respect thereof shall be had against the officers, agents, <br />employees, or shareholders of SJRMC in any amount subject to the terms and conditions herein. <br />11. If any portion of this Agreement, or its application to any person, entity, or <br />property, is held invalid or unenforceable, the application or validity of any other portion of this <br />Agreement shall not be affected. <br />12. The Parties shall each bear their own costs and expenses with respect to <br />this Agreement and the other matters contemplated hereby, including, without limitation, the fees <br />and expenses of their respective legal counsel. <br />13. This Agreement shall be construed in accordance with the laws of the <br />State of Indiana. <br />Page 3 of 4 <br />BDDBOI 5262573v2 <br />