Redevelopment Commission Agenda & Packet 02.12.26 - Revised

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2 The Owner shall return a signed copy of this Agreement to the following representative (“Commission’s Representative”): Caleb Bauer Executive Director Department of Community Investment City of South Bend 215 S. Dr. Martin Luther King Jr. Blvd. Suite 500 South Bend, IN 46601 All the terms and conditions of this Agreement will be effective and binding upon the Parties and their successors and assigns at the time the Agreement is fully signed by Commission and the Owner (the “Effective Date”). 2. CONSIDERATION The Owner acknowledges that this conveyance is made as a voluntary donation to the Commission, and is given without expectation of monetary compensation. This transfer is made for nominal consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. 3. COMMISSION’S DUE DILIGENCE A. Investigation. The Owner acknowledges that the Commission’s determination to accept the Property requires a process of investigation (Commission’s “Due Diligence”) into various matters. Therefore, the Commission’s obligation to accept the transfer of the Property is conditioned upon the satisfactory completion, in the Commission’s discretion, of the Commission’s Due Diligence, including, without limitation, the Commission’s examination, at the Commission’s sole expense, of zoning and land use matters, environmental matters, real property title matters, and the like, as applicable. B. Authorizations During Due Diligence Period. The Owner authorizes the Commission, as of the Effective Date and continuing until the end of the Due Diligence Period (as defined below), to enter upon the Property or to cause agents to enter upon the Property for purposes of examination; provided, however, that the Commission may not take any action upon the Property which reduces the value thereof; and further provided that the Commission shall promptly restore the Property to its condition prior to entry, and agrees to defend, indemnify, and hold the Owner harmless, before and after the Closing Date, whether or not a closing occurs, and regardless of any cancellations or termination of this Agreement, from any liability to any third party, loss or expense incurred by the Owner, including without limitation, reasonable attorney fees and costs arising from acts or omissions of the Commission or the Commission’s agents or representatives.