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WHEREAS, the Parties agree that it is of mutual benefit for the Parties to enter into this Agreement relating to the USTC; NOW, THEREFORE, in consideration of the mutual promises and obligations in this Agreement, the adequacy of which consideration is hereby acknowledged, the Parties agree as follows: ARTICLE 1 PROJECT DEFINITION 1.1 Project. The term "Project" when used in this Agreement is defined as the total development of the USTC in the Renaissance District to be performed as described in this Agreement. The term "Ivy Tower Project- when used in this Agreement is defined as that part of the Project that is related to the development of the Ivy Tower Building, as described in this Agreement. 1.2 Commission. The terms "Commission" and "City" are used interchangeably in this Agreement and are intended to be inclusive of each other unless otherwise specified. ARTICLE 2 UNION STATION'S OBLIGATIONS 21 Ivy Tower Purchase. Union Station will take all reasonable steps to close on the purchase of the Ivy Tower Building to facilitate the USTC, as well as to provide an opportunity for other businesses to expand and relocate within the Ivy Tower Building, including but not limited to providing the Commission with a business plan (the `'Business Plan ") which shows the cooperative reuse of multiple businesses within the Ivy Tower Building, as well as providing reasonable space within the Ivy Tower Building for use by the Commission and other public agencies. 2.2 Union Station Investments. Union Station will invest in the Renaissance District no less than $10,000,000 in capital improvements in the 10 year period beginning from the effective date of the MOU 11. Union Station will invest at least $1,000,000 of this amount in the first year and $5,000.000 in the first five years. Union Station will provide the Commission with proof of compliance with this commitment on at least an annual basis. 2.3 Employment of Local Labor. Union Station agrees to use local labor at all phases of development whenever reasonably possible. To that end, Union Station agrees to provide notice to local contractors of all requests for bids, of pre -bid meetings and of related meetings and information with respect to the Project so as to use commercially reasonable efforts to employ qualified local contractors and other related local labor during construction of the Project. This provision is not intended to, and will not, compromise Union Station's ability to hire the most efficient and cost - effective labor, consistent with this Agreement.