6D(1) Agreement Regarding Real Estate for Transpo Operations

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C~~ ~ ~ ~~ AGREEMENT REGARDING REAL ESTATE THIS AGREEMENT is made and entered into by and between CITY OF SOUTH BEND, by its Redevelopment Commission, the governing body of the City of South Bend Department of Redevelopment ("City") and SOUTH BEND PUBLIC TRANSPORTATION CORPORATION, a municipal corporation existing under the laws of the State of Indiana ("Transpo"). WHEREAS, the City and Transpo are parties to a certain Contract for Purchase and Sale of Real Estate (the "Purchase Agreement") for the sale by the City and purchase by Transpo of certain property located at 1000 South Franklin Street, South Bend, Indiana 46601 and commonly known as a portion of the former South Bend Stamping Plant, containing 22 acres more or less ("Property"); and WHEREAS, Transpo intends to construct a new Operations/Administration/Maintenance Facility (the "Facility") on the Property utilizing, in part, federal funds through a grant (the "Federal Grant") from the Federal Transit Administration ("FTA"); and WHEREAS, the Purchase Agreement, at paragraph 10, provides, among other things, that there are no environmental defects on the Property (the "Environmental Representation")• and WHEREAS, Transpo closed on the purchase of the Property from the City in reliance upon the Environmental Representation; and WHEREAS, the FTA has requested of Transpo, as a condition precedent to the approval of the Federal Grant, that the City execute this Agreement in which it agrees to indemnify Transpo for the cost of any environmental remediation required on the Property. NOW, THEREFORE, for and in good consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Environmental Indemnification. The City agrees to indemnify and hold harmless Transpo against and in respect of, any and all damages, claims, losses, liabilities and expenses which may be imposed upon, incurred by or asserted against Transpo arising out of, in connection with or relating to any environmental defect in contravention of the Environmental Representation. 2. Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered an original with counterparts signed by one party when combined with counterparts signed by other parties to this Agreement constituting an original contract. STAMPING PLANT