Use, Maintenance, & Facade Agreement - Michigan Street Shops LLC - Responsibilities Post Closing after the sale of Leighton Street Garage Retail Space

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LEIGHTON GARAGE USE MAINTENANCE AND FACADE AGREEMENT This Leighton Garage Use, Maintenance, And Fagade Agreement (this "Agreement") is made on 2018 (the "Effective Date"), by and between the City of South Bend, acting by and through its Board of Public Works (the "City"), and Michigan Street Shops LLC, an Indiana limited liability company with its principal place of business at 4100 Edison Lakes Parkway, Suite 350, Mishawaka, Indiana 46545 (the "Company") (each a "Party" and together the "Parties"). RECITALS A. On 2018, the City (through the South Bend Redevelopment Commission) conveyed certain storefront parcels to the Company which are legally described in Exhibit A (the "Shops"). B. The Shops are within that certain parking garage owned by the City and legally described in Exhibit B (the "Parking Garage"). C. The Shops and the Parking Garage are depicted in the subdivision plat, as clarified by that certain the Affidavit of Title, attached as Exhibit C (the "Subdivision Plat'). D. As a condition precedent to the City conveying the Shops to the Company and the Company accepting such conveyance from the City, the Parties have agreed upon terms to govern the Company's uses of the Shops, maintenance of the Shops' fagade, maintenance of the Parking Garage, and other matters of mutual interest, as set forth in this Agreement. AGREEMENT THEREFORE, in consideration of the mutual covenants and promises h1 this Agreement and other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the City agree as follows: 1) Ownership, Platted Rights and Easements. The Parties mutually acknowledge that the Company is the owner in fee simple absolute of the Shops, subject to easements and restrictions of record, including but not limited to those easements and restrictions identified in the Subdivision Plat and deed. The Parties also mutually acknowledge that the City is the owner in fee simple absolute of the Parking Garage, subject to easements and restrictions of record, including but not limited to those easements and restrictions identified in the Subdivision Plat. Furthermore, in the event of any conflict between the terms of this Agreement and the Subdivision Plat, the Parties agree to negotiate in good faith to amend this Agreement in accordance with Section 16 below to resolve such conflict and to record such amendment in the Office of the Recorder of St. Joseph County, Indiana. The Company grants an easement to the City for the installation and maintenance, including repair and replacement, of existing and future utility lines and structures, including but not limited to sanitary sewer, water, electric, gas, phone, and cable, and allowing such utility lines and structures to run in and through the area within the Shops for the use of the Shops and the Parking Garage, provided, however, that the kind and location of said utility lines and structures