No. 1962 ratifying/confirming/approving certain actions related to the SBCSC project

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A Dollars ($307,000.00). As additional consideration for the transfer, SBCSC agrees to execute an agreement with TRANSPO related to SBCSC's property identified on Exhibit "A" as Lot 8. As further consideration for this transaction, SBCSC shall transfer SBCSC's property identified on Exhibit "A" as Lot 10 and Lot 11 to City, provided however, that City has successfully negotiated an agreement with Historic Landmarks Foundation of Indiana ( "HLFI ") for transfer of Lots 10 and 11 to HLFI. In the event that City is unable to negotiate an agreement with HLFI, the Project, as described herein, shall not proceed. SBCSC hereby acknowledges and understands that City does not intend to retain title to Lots 10 and 11 as a consequence of this transaction, but shall only hold said properties on an interim basis. 4. SBCSC shall accept transfer of the Development Site from City in "as is" condition by way of a quit claim deed. IV. MISCELLANEOUS 1. City and SBCSC agree to work together to develop a plan for site development and construction on the Development Site that is acceptable to both parties and consistent with the City's design guidelines for the South Bend Central Development Area. This will include planning for the required access to the back of the Inwoods and McNeese buildings which would include a cross access easement on the assembled site to Main Street from the remaining portion of the north -south alley. 2. In entering into this MOU, City has relied upon SBCSC's representation that (i) SBCSC or its agent will construct a building on the Development Site of approximately 40,000 to 50,000 square feet; (ii) the building will house approximate 150 employees; and (iii) the building will not include any major warehouse /distribution, repair /service or food preparation areas and the primary purpose of the building will be to provide office, meeting, conference, training and other related uses. 3. This transaction shall not proceed beyond execution of this non - binding MOU in the event that: (i) SBCSC determines that the Project as described herein is not feasible; or (ii) SBCSC does not enter into a separate agreement with TRANSPO related to Lot 8 as shown at Exhibit "A "; or (iii) City is unable to successfully negotiate an agreement with HLFI concerning the property identified on Exhibit "A" as Lot 11; or (iv) or as otherwise mutually agreed by the parties. [SIGNATURE PAGE ATTACHED]