5119-25 Confirming Resolution - Real Property Tax Abatement for 225 and 229 South Michigan Street

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12. Governing Laws of Indiana. This Agreement and all questions relating to its validity, interpretation,performance,and enforcement shall be governed by the laws and decisions of the courts of the State of Indiana. 13. Applicants' Consent to Jurisdiction. The Applicants hereby irrevocably consents to the jurisdiction of the Courts of the State of Indiana and of the St.Joseph County Circuit or Superior Court in connection with any action or proceeding arising out of or relating to this Agreement or any documents or instrument delivered with respect to any of the obligations hereunder, and any action related to this Agreement shall be brought in such County and in such Court. 14. Assignment and Transfer Prohibited. This Agreement shall be binding upon and inure to the benefit of the City and the Applicants and their successors and assigns,except that no party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party hereto, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, the Applicants may,without prior written consent:(a)assign and transfer their rights under this Agreement in accordance with Section 15 of this Agreement and (b) assign and transfer their rights under this Agreement to the Permitted Assign. "Permitted Assign" means the affiliated single purpose entity created for purposes of designing, constructing,owning,operating,and maintaining the project which is the subject of this Agreement. 15. Purchase Agreement Between Applicants for Property Associated with Abatement. The Applicants entered into a certain Purchase Agreement for Commercial-Industrial Real Estate dated effective June 3,2024("Purchase Agreement"),under which Ben Miller or his assigns will acquire the property described in Section 1 of this Agreement from RSPG Global Consulting, including all buildings and permanent improvements and fixtures, together with all privileges, easements and appurtenances pertaining thereto including any right,title,and interest in and to adjacent streets,alleys, rights-of-way, leases,rents, security deposits, licenses and permits with respect to the property,trade name,and warranties or guarantees relating to the property onsite the day of payoff. Upon the transfer of the property as contemplated in the Purchase Agreement, RSPG Global Consulting's rights and obligations under this Agreement will also transfer to Ben Miller or his assigns. 16. Valid and Binding Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon,and all of which shall together constitute one and the same instrument. By executing this Agreement, each person so executing affirms that he has been duly authorized to execute this Agreement on behalf of such party and that this Agreement constitutes a valid and binding obligation of the party. 17. Severability. The provisions of this Agreement and of each section or other subdivision herein are independent of and separable from each other,and no provision chall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part unless this Agreement is rendered totally unenforceable thereby. 18. No Personal Liability. No official, director, officer, employee, or agent of the City shall be charged personally by the Applicants, its employees, or its agents with any liabilities or expenses of defense or be held personally liable to the Applicants under any term or provision of this Agreement 4