Project Agreement - University of Notre Dame du Lac and FREG Stephenson Mill Assoc.

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conducted by the University or the City shall not create obligations to the Parties pursuant to this Agreement. C. The Parties agree that they shall meet at least quarterly during the term of this Agreement unless all Parties mutually waive such meeting, to review occupancy rates and the progress of the Project. D. This Agreement shall become effective when all Parties have signed and delivered it to the other Parties. The date this Agreement is signed by the last Party to sign it (as indicated by the date stated above that Party's signature) will be deemed the date of this Agreement. This Agreement shall terminate upon completion of the Project or upon the mutual agreement of all Parties, at which time the University and the City shall have no further obligation to FREG Stephenson, except those that expressly survive the expiration or termination of this Agreement. E. This Agreement may be modified only by the written mutual consent of the authorized representative of the Parties. F. This Agreement shall be construed and governed according to the laws of the State of Indiana, and any disputes arising hereunder that cannot be resolved amicably as set forth herein shall be resolved exclusively in the State or Federal Courts seated in St. Joseph County, Indiana. The Parties desire to streamline and minimize the cost of resolving such disputes. In any legal proceeding, each Party irrevocably waives the right to trial by jury in any action, counterclaim, dispute, or proceeding based upon, or related to, the subject matter of this Agreement. This waiver applies to all claims against all Parties to such actions and proceedings. This waiver is knowingly, intentionally, and voluntarily made by all Parties. G. To the extent there is any legal action or proceeding between any of the Parties arising from or based on this Agreement or the interpretation or enforcement of any provisions related thereto, then the substantially prevailing party or parties shall recover from the substantially non -prevailing party or parties all costs and expenses, including reasonable attorneys' fees and costs, incurred by such substantially prevailing party or parties in such action or proceeding and in any appeal in connection therewith. If such substantially prevailing party or parties recovers a judgment in any such action, proceeding or appeal, then such costs, expenses and attorneys' fees shall be included in and as a part of such judgment. The obligations of this section shall survive shall the Closing or any termination of this Agreement. H. Each Party represents and certifies that the undersigned person executing and delivering this Agreement on its behalf is the duly authorized officer or representative of such Party, that he or she has been fully empowered to execute and deliver this Agreement on behalf of such Party, and that all necessary action to execute and deliver this Agreement has been taken by such Party. I. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon 11