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r 3. Contingencies The closing of this donation is contingent on the following occurring before closing: 3.2 The Parties agree that prior to IDRFPD accepting the Donation Parcel from MFI, the Property must receive approval from the City of Idanha and Marion County,for a Minor Partition (to create the Donation Parcel) and Conditional Use Permit(to approve the use of the Property). The Minor Partition, Conditional Use Permit, and other land use, building, sanitation permit approvals shall be referred to collectively as the "Entitlements." 3.2 The Parties agree that upon the mutual execution of this LOI, IDRFPD will begin applications for the Entitlements at its'sole cost and expense. Further, IDRFPD agrees to indemnify MFI from all costs and liability for any work on the Property, including, but not limited to the Entitlements. 3.3 MFI agrees to consent to and sign all Entitlement applications in order for IDRFPD to complete the Entitlements. However, MFI's consent may be withheld or conditioned at the sole discretion of MFI. 3.4 IDRFPD will accept the Donated Parcel AS IS, WHERE IS, WITH ALL FAULTS, and will agree to indemnify and hold MFI harmless for all claims of any type (including, but not limited to claims involving any environmental law, hazardous substances, remediation of wastes,etc.,)arising out of or related to the Donated Parcel. 3.5 IDRFPD agrees to allow MFI, it's successors and assigns, to use and develop the • Remnant Parcel in any lawful manner, and will not oppose any future land use or building permit applications on the Remnant Parcel. 4. Preparation of Donation Agreement The Donation Agreement shall be drafted by MFI's attorney, and shall be subject to approval of 1DRFPD and .IDRFPD s attorney, if applicable. The Parties shall agree to and execute the Donation Agreement prior to the completion of the Entitlement work. 5. Title Report Following the Minor Partition approval from Marion County and filing of the Partition Plat in the Marion County Survey records, Donor will promptly order and furnish to Recipient at Donor's expense a preliminary title report. At closing, Recipient is to receive a title policy at Donor's expense. 6. Closing Unless the closing date is extended in writing by mutual agreement of the Parties, this donation shall be closed within ninety (90) days following the Entitlement approvals, including but not limited to the filing of the Partition Plat in the Marion County Surveyor's Book of Partition Plats, and recorded in the Marion County Clerk's Records("Closing"or"Closing Date"). LETTER OF INTENT(MF!/IDRFPD) 2 41969-00001 08/24/2022 (M05:1150 4891-0358-1230,v.3