No. 2585 transferring property to the board of public works for the purpose of transferring the property to a non-profit entity

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