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DEVELOPMENT AGREEMENT Between the City of South Bend Redevelopment Commission and South Bend Heritage Foundation, Inc. THIS Agreement, dated the day of , 2012, is made and entered into between the SOUTH BEND REDEVELOPMENT COMMISSION (the "Commission ") and SOUTH BEND HERITAGE FOUNDATION, INC. ( "SBHF "), a nonprofit corporation organized and duly existing under the laws of Indiana (the South Bend Redevelopment Commission and SBHF being sometimes referred to herein individually as a "Party" and collectively as the "Parties "). WHEREAS, SBHF is party to an agreement whereby it has rights and expects to acquire the real property commonly known as 501 W. Washington, South Bend, Indiana 46601, and all improvements thereon, described in Exhibit A (the "Property "); and WHEREAS, the donation by SBHF to the Commission of an Access Agreement to the Property described in Exhibit A (the "Donated Property ") will be made for the sole purpose of allowing the Commission to renovate and improve portions of the structure and parking lot (the "Project ") for low income senior housing; and WHEREAS, a wholly owned subsidiary of SBHF is the general partner of Historic Rushton LP ( "Partnership "), which will own and operate the project; and WHEREAS, SBHF and the Partnership intend to remodel and upgrade the Property from an existing vacant apartment facility, into a twenty -three (23) unit low income senior housing complex and making a significant private capital investment in order to improve its interior and exterior appearance and functionality; and WHEREAS, SBHF's proposed investment in redevelopment of the structure furthers the goals of the West Washington Chapin Development Area Development Plan, and WHEREAS, the Commission considers the Project a benefit to the health and welfare of all of the community's residents, and WHEREAS, the Commission has identified a public purpose in SBHF's physical redevelopment of the building and use as a low income senior housing complex; and WHEREAS, the Commission wishes to participate as a development partner with SBHF by undertaking certain renovations which would not otherwise be privately funded, and in so doing, the Commission hopes to enhance the viability and vibrancy of the Project. NOW, THEREFORE, the Parties hereby agree and represent as follows: