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� c (�) DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT ("Agreement ") between UNION STATION PROPERTIES, LP ("Union Station "), an Indiana Limited Partnership, and the CITY OF SOUTH BEND, INDIANA, a municipal corporation ( "City "), by and through the South Bend Redevelopment Commission ( "Commission ") is made this _ day of October, 2012. This Agreement is intended to supersede the Memorandum of Understanding effective April 7, 2012 ( "MOU ll"). RECITALS WHEREAS, the Commission exists and operates under the provisions of Indiana Code § 36 -7- 14, commonly known as the "Redevelopment of Cities and Towns Act of 1953.° as amended from time to time ("Act "); and WHEREAS, the Indiana legislature has determined that the clearance, replanning and development of redevelopment areas are public uses and purposes for which public money may be spent; and WHEREAS, Union Station owns property in the South Bend Central Development Area ( "SBCDA'7 as established by the Commission, commonly known as 506 West South Street, South Bend, Indiana 46601 (the "Property "); and WHEREAS, Union Station desires to expand its operations as a three phased private development to be known as the Union Station Technology Center ( "USTC ") on land bordered or bounded by South Street, Lafayette Boulevard, Sample Street, and Prairie Avenue (the "Renaissance District ") in the Airport Economic Development Area ("ADEA "), as established by the Commission in South Bend, Indiana; and WHEREAS, Union Station has continuously developed and adaptively reused the Property, allowing Union Station to become Indiana's second largest "carrier hotel" with over 6,000 fiber end points within the building and hosting over sixteen national carriers; and WHEREAS, Union Station offers low cost computing space and power, which enables its customers to compete in the global technology marketplace; and WHEREAS, the focus of the USTC is to enhance and expand Union Station's core products of space, power, and connectivity; and WHEREAS, the proposed phased development will provide the space necessary for the mechanical equipment that produces power product, expand data center floor space, enable a secure loading dock area, and scale up the current utilization of the patent pending combined heating and cooling technology known as the Integrated Central Power System (the "IC Power System "); and