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

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9) Taxes, The Company, and its successors and assigns, will be liable for any and all real property taxes assessed and levied against the Shop. The City will have no liability for any real property taxes associated with the Shop, and nothing in this Agreement will be construed to require the proration or other apportionment of real property taxes resulting in City's liability therefor. 10) Demolition; Right to Purchase. At the end of the useful life of the Parking Garage (including the Support Elements), as determined 1) by written agreement of the Parties or 2) in the City's reasonable discretion and with twenty-four (24) months' written notice, the City may determine to demolish, reconstruct, or otherwise dispose of the Parking Garage and Shop. At such time, the City will have an irrevocable, exclusive right to purchase the Shop from the Company at a purchase price to be determined by the average of the appraisals of an appraiser selected by the City and an appraiser selected by Company. Each appraiser shall be licensed by the State of Indiana and an MAI designated member of the Appraisal Institute. Each appraisal shall be performed as if the Shop is 100% occupied at market rents, provided that the condition of the Shop at the time of the appraisal would allow for 100% occupancy at market rent without any extraordinary assumptions on the part of the appraiser, and notwithstanding the impending demolition of the Shop. The City agrees to defend, indemnify, and hold harmless the Company and its owners, officers, employees, contractors and agents from and against any and all claims, liabilities, costs, fees, or expenses of any nature arising from the Company's breach of its obligations under its leases with its tenants at the Shop to the extent that the Company does not have a force majeure or similar provision set forth in the Leases assigned to it by the City. Upon the City's exercise of its right to purchase the Shop, the Parties will negotiate in good faith a written agreement for the Company's conveyance of the Property to the City free of all leases, mortgages, and encumbrances arising on or after the Effective Date of this Agreement. 11) Termination. This Agreement may be terminated (a) by mutual agreement of the City and the Company (or their respective successors or assigns) as set forth in a written instrument executed by the Parties' authorized representatives, (b) by the City, without the requirement of obtaining the consent of any other party, if the Company discriminates against any person on the basis of race, creed, color, sex, age or national origin in the sale, lease, rental, use, or occupancy of any portion of the Shop, or (c) by the non -defaulting Party in accordance with Section 14 below. 12) Dispute Resolution. Any action to enforce the terms or conditions of this Agreement or otherwise concerning a dispute under this Agreement will be commenced in the courts of St. Joseph County, Indiana, unless the Parties mutually agree to an alternative method of dispute resolution. Both Parties hereby waive any right to trial by jury with respect to any action or proceeding relating to this Agreement. 13) Notices. All notices required or allowed by this Agreement will be delivered in person or by certified mail, return receipt requested, postage prepaid, addressed to the Parties' representatives as set forth below. Either Party may, by written notice, modify its address or representative for future notices.