Resolution No 45-2022 - Accepting Purchase of Real Property SBCSC Admin. Building

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A.Forum. Any action to enforce the terms or conditions of this Agreement or otherwise concerning a dispute under this Agreement will be commenced in the State courts located in St. Joseph County, Indiana, unless the Parties mutually agree in writing to an alternative method of dispute resolution. B.Waiver of Jury Trial. 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, before or after Closing, shall be delivered in person or via email and then by certified mail, return receipt requested, postage prepaid, addressed to Buyer in care of Buyer’s Representative (with a copy to South Bend Legal Department, 1200 S. County-City Building, 227 W. Jefferson Blvd., South Bend, IN 46601, Attn: Corporation Counsel), or to Seller in care of Seller’s Representative (with a copy to Superintendent) at their respective addresses stated in Section 2 above. Either Party may, by written notice, modify its address or representative for future notices. 14. CLOSING A.Timing of Closing. Unless this Agreement is earlier terminated, the Closing shall be held at an office of the Title Company located in South Bend, IN, and the Closing Date shall be a mutually agreeable date. The parties agree that the Closing Date is targeted for October 4, 2022; but upon the mutual agreement of Buyer and Seller or due to Title Company delays, may be extended to no later than November 1, 2022. B.Closing Procedure. (i)No later than three business days prior to the Closing Date, Seller shall provide wire transfer instructions to Title Company. (ii)No later than two business days prior to the Closing Date, Buyer shall be permitted to conduct a walk-through of the Property. (iii)At Closing, Buyer shall wire the Purchase Price to Seller, conditioned on Seller’s delivery of the Deed, in the form attached hereto as Exhibit B, and the Title Company’s delivery of the final copy of the Title Commitment (or pro forma policy) to Buyer in accordance with Section 7 above. (iv)Possession of the Property shall be delivered to the Buyer following the Closing no later than July 31, 2024 (the “Possession Date”), in the same condition as it existed on the Closing Date, ordinary wear and tear excepted. For the time period between the Closing Date and the Possession Date, the Parties shall enter into a Lease Agreement in the form attached hereto as Exhibit C. If full possession of the Property is not delivered by the next business day after the Possession Date, Seller shall pay Buyer a delay fee as set forth in the Lease. C.Personal Property. Seller shall remove all personal property from the Property after