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

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City: Executive Director Department of Connnunity Investment City of South Bend 1400 S. County -City Building 227 W. Jefferson Blvd. South Bend, Indiana 46601 With a copy to: Corporation Counsel South Bend Legal Department 1200 S. County -City Building 227 W. Jefferson Blvd. South Bend, IN 46601 Company: Edward Bradley, Senior VP and Principal Michigan Street Shops LLC 4100 Edison Lakes Parkway, Suite 350 Mishawaka, Indiana 46545 14) Remedies; Waiver. Upon any default in or breach of this Agreement by either Party, the defaulting Party will proceed immediately to cure or remedy such default within thirty (30) days after receipt of written notice of such default or breach from. the non -defaulting Party, or, if the nature of the default or breach is such that it cannot be cured within thirty (30) days, the defaulting Party will diligently pursue and prosecute to completion an appropriate cure within a reasonable time. In the event of a default or breach that remains uncured for longer than the period stated in the foregoing sentence, the non -defaulting Party may terminate this Agreement, commence legal proceedings, including an action for specific perfornnance, or pursue any other remedy available at law or in equity, and the non -defaulting Party will have the right to recover its costs and expenses incurred in enforcing the terms of this Agreement, including, without limitation, court costs and reasonable attorneys' fees. All the Parties' respective rights and remedies concerning this Agreement are cumulative. The exercise of any right or remedy hereunder will not have the effect of waiving or limiting any other right or remedy, and the failure to exercise any right or remedy will not have the effect of waiting or limiting the use of any other right or remedy or the use of such right or remedy at any other time. 1 S) Interpretation; Severability; Applicable Law. Both Parties having participated fully and equally in the negotiation and preparation of this Agreement, this Agreement will not be more strictly construed, nor will any ambiguities in this Agreement be presumptively resolved, against either Party. If any provision, covenant, agreement, or portion of this Agreement or its application to any person, entity, or property, is held invalid, such invalidity will not affect the application or validity of any other provision, covenant, agreement, or portion of this Agreement. This Agreement will be interpreted and enforced according to the laws of the State of Indiana. 16) Entire Agreement; Ainendinent. This Agreement embodies the entire agreement between the City and the Company and supersedes all prior discussions, understandings, or agreements, whether written or oral, between the City and the Company concerning the transaction contemplated in this Agreement except as expressly stated herein. This Agreement may be C