Real Property Transfer Agreement - South Bend Heritage Foundation

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defined in Section 6. The Organization covenants and agrees that neither the Organization nor any of the Organization's successors or assigns will change its use of the Properties from the Intended Use of the Properties defined above without obtaining City's prior consent to such change in writing. 6. Certificate of Completion. Promptly after the Organization completes the Property Improvements and proves the same to City's reasonable satisfaction in accordance with the terms of Section 5 above, upon the Organization's request, the City will issue to the Organization a certificate acknowledging such completion (the "Certificate of Completion"). 7. Notices. All notices, demands and communications required or which either party desires to give or make hereunder shall be effective if in writing signed by or on behalf of the Party giving or making the same, and if served/delivered to the addresses and/or fax numbers set forth below and in any of the following manners: (i) personally; (ii) by United States certified mail, return receipt requested; or (iii) by a national courier service for next business day delivery. To City: City of South Bend Attn: Joseph Molnar County -City Building, Suite 1400S 227 W. Jefferson Blvd. South Bend, IN 46601 With a copy to: City of South Bend Legal Department Attn: Corporation Counsel County -City Building, Suite 1200 S. 227 W. Jefferson Blvd. South Bend, IN 46601 To Organization: South Bend Heritage Foundation, Inc. Attn: Marco Mariani 803 Lincoln Way West South Bend, IN 46616 8. Remedies Upon Default. In the event the Organization fails to complete the Property Improvements or to comply with Section 5 above, or satisfactorily to prove such performance, then, in addition to pursuing any other remedies available at law or in equity, the City shall have the right to re-enter and take possession of the Properties and to terminate and revest in the City the estate conveyed to the Organization at Closing and all of the Organization's rights and interests in the Properties without offset or compensation for the value of any improvements made by the Organization. In the event City pursues legal action (including arbitration) to enforce or interpret this Agreement, the Organization shall pay City's reasonable attorneys' fees and other costs and expenses (including expert witness fees). The Parties agree that the City's conveyance of the Properties to the Organization at Closing will be made on the condition subsequent set forth in the foregoing sentence and the terms of this Section 5 will be referenced in the deed.