Agreement - Public Improvements for 201 S. Main St. (Barnes and Thornburg Building) - Bald Mountain, LLC.

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Notwithstanding anything in the Agreement to the contrary, the City does not waive any governmental immunity or liability limitations available to it under Indiana law. 10. Assignment. This Agreement may not be assigned by the Owner, including through a Change in Control event, without the express written consent of the City which such consent may be withheld for any reason. A Change in Control event shall mean either (a) the merger of Owner into or with an unrelated third party entity, (b) a transaction or series of related transactions in which a third party becomes the beneficial owner of fifty percent (50%) or more of the membership units of Owner, or (c) the sale of all or substantially all of the assets of Owner. A violation of this Section 10 shall be a material breach of this Agreement. 11. Material Breach. The parties agree that a material breach of this Agreement by the Owner would have a material adverse effect upon the City. In the event of a breach by Owner of any of its obligations hereunder, the Owner shall cure such breach, if curable, within seven (7) days after written notice thereof from the City. Upon the failure by the Owner to cure any such breach, or if the breach is material and incurable, the City may take any action against the Owner that is available to it under applicable law. Notwithstanding the foregoing, or anything contained herein to the contrary, it is the Owner's (a) sole responsibility to ensure that the Public Improvements being performed by Owner (if any) are completed to the City's satisfaction, and (b) responiibility to cooperate, in good faith, with the City to coordinate scheduling and oversight of City's Contractor to ensure that such City's Contract completes .Public Improvements being performed by such City Contractor. 12. Governing Law and Jurisdiction. This Agreement shall be construed and interpreted according to the laws of the State of Indiana and shall be enforced in any court of competent jurisdiction in St. Joseph County, Indiana.