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days after the notice described in this Section 7.1, then no default shall exist and the noticing Party
<br />shall take no further action.
<br />7.2 Reimbursement Obligation. In the event that the Developers fail (a) to complete
<br />the Project by the Mandatory Project Completion Date, or (b) to expend the full amount of the
<br />Private Investment by the Mandatory Project Completion Date, then the Commission shall be
<br />entitled to recover from Developers, as liquidated damages, One Hundred Fifty Percent (150%) of
<br />the portion of the Funding Amount expended by the Commission in furtherance of the Local Public
<br />Improvements ("Liquidated Damages"). The Parties acknowledge and agree that the actual
<br />damages to the Commission, the City, and its citizens in the event of a default by Developers
<br />would be difficult or impossible to determine, and the Liquidated Damages set forth above
<br />represents the best estimate of the Parties as to the amount of such damages at the time of execution
<br />and delivery of this Agreement. If the Developers fail to perform and complete the work within
<br />the timeframe fixed for completion, the Liquidated Damages shall be considered not as a penalty,
<br />but as agreed upon monetary damages sustained by the Commission, the City, and citizens of
<br />South Bend for the Commission's direct investment into the Project, the negative impact upon the
<br />Commission's ability to develop other projects in South Bend, and expenses of City employees
<br />supporting the Project, including, redevelopment staff, engineering staff, legal department staff,
<br />and a construction manager on site.
<br />7.3 Force Majeure. Notwithstanding anything to the contrary contained in this
<br />Agreement, none of the Parties shall be deemed to be in default where delays in performance or
<br />failures to perform are due to, and a necessary outcome of, war, insurrection, strikes or other labor
<br />disturbances, walk -outs, riots, floods, earthquakes, fires, casualties, acts of God, acts of terrorism,
<br />restrictions imposed or mandated by governmental entities, enactment of conflicting state or
<br />federal laws or regulations, new or supplemental environments regulations, contract defaults by
<br />third parties, or similar basis for excused performance which is not within the reasonable control
<br />of the Party to be excused (each, an event of "Force Majeure"). Upon the request of any of the
<br />Parties, a reasonable extension of any date or deadline set forth in this Agreement due to such
<br />cause will be granted in writing for a period necessitated by the event of Force Majeure, or longer
<br />as may be mutually agreed upon by all the Parties.
<br />SECTION 8. NO AGENCY JOINT VENTURE OR PARTNERSHIP• CONFLICT OF
<br />INTEREST; INDEMNITY.
<br />8.1 No Agency, Joint Venture or Partnershi . The Parties acknowledge and agree that:
<br />(a) The Project is a private development;
<br />(b) None of the Commission, the Board of Works, or the Developers has any
<br />interest or responsibilities for, or due to, third parties concerning any improvements until
<br />such time, and only until such time, that the Commission, the Board of Works, and/or the
<br />Developers expressly accepts the same; and
<br />(c) The Parties hereby renounce the existence of any form of agency
<br />relationship, joint venture or partnership between the Commission, the Board of Works,
<br />and the Developers and agree that nothing contained herein or in any document executed
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