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WHEREAS, the Commission has the expertise and capability to accomplish the parking lot improvements desired by the Organization (the "Parking Lot Improvements "); and WHEREAS, the Commission is willing to complete the Demolition Activity and the Parking Lot Activity in order to further the Commission's desire to improve the area in this northerly gateway and the Organization Property; and WHEREAS, the Organization is willing to grant to the Commission, its employees and agents access to and the non - exclusive use of the Organization Property to conduct the Demolition Activity and the Parking Lot Activity, subject to certain terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. The Organization grants to the Commission, its employees and agents, a temporary, non - exclusive right on, in and across the Organization Property for the purpose of conducting the Demolition Activity and the Parking Lot Activity (collectively, the "Activities ") described herein. This non - exclusive right to enter upon and use the Organization Property for the Activities is available only as set forth herein. 2. The parties agree that the Activities shall consist of the following: a. The Commission will demolish existing improvements necessary to carry out the parking lot improvements on these parcels, before November 30, 2013. b. The Commission will contract for and complete the parking lot improvements in the estimated amount of $1,100,000.00, before November 30, 2013. 3. In consideration for authorization and approval by the Organization for the Commission to enter upon and use the Organization Property in conducting the Activity, the Organization hereby agrees and undertakes to hold the City of South Bend, Indiana, its agents, contractors, employees, successors and assigns, free and harmless from any liability, loss, costs, damages or expenses, including attorney's fees, which the City of South Bend may suffer or incur, as a result of any claims or actions which may be brought by any person or entity arising out of the approval granted herein by the Organization. If any action is brought against the City of South Bend or its agents, contractors, employees, successors and assigns, because of the aforementioned Activity, the Organization agrees to defend such action or proceedings at its own expense and to pay any judgment rendered therein. 4. The Parties understand and agree that the access rights granted under this agreement to accomplish the Activities are temporary and do not constitute either a lease or an 2