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<br />Private Investment by the Mandatory Project Completion Date, then the Commission shall be
<br />entitled to recover from Developer, 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 Developer would
<br />be difficult or impossible to determine, and the Liquidated Damages set forth above represents the
<br />best estimate of the Parties as to the amount of such damages at the time of execution and delivery
<br />of this Agreement. If the Developer fails to perform and complete the work within the timeframe
<br />fixed for completion, the Liquidated Damages shall be considered not as a penalty, but as agreed
<br />upon monetary damages sustained by the Commission, the City, and citizens of South Bend for
<br />the Commission’s direct investment into the Project, the negative impact upon the Commission’s
<br />ability to develop other projects in South Bend, and expenses of City employees supporting the
<br />Project, including, redevelopment staff, engineering staff, legal department staff, and a
<br />construction manager on site. In addition to the Liquidated Damages described herein, and not in
<br />lieu thereof, the Commission shall retain all rights and remedies available under the Purchase
<br />Agreement, including, without limitation, the reversionary interest and the right to re‑enter the
<br />Property and cause title to revest in the Commission pursuant to Section 7(b)(1)(a) of the Purchase
<br />Agreement.
<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 Partnership. 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 Developer 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 />Developer 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 Developer and agree that nothing contained herein or in any document executed in
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