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WHEREAS, the University and the City desire to memorialize the agreement among the <br />parties hereto regarding the allocation of the CTP Revenues to be used to (i) reimburse the City <br />for expenditures by the City or pay expenditures designated by the City for permitted purposes <br />under the Act at Ignition Park, and (ii) reimburse the University for expenditures by the <br />University or pay expenditures designated by the University for permitted purposes under the <br />Act at Innovation Park. <br />NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and <br />agreements herein contained, and other good and valuable consideration, the receipt and <br />sufficiency of which are hereby acknowledged, the parties hereby agree as follows: <br />SECTION 1: Recitals. The representations, covenants and recitations set forth in the <br />foregoing recitals are material to this Agreement and are hereby incorporated into and made a <br />part of this Agreement by this reference. <br />SECTION 2: Agreement on Use of CTP Revenues. The City and the University agree <br />that the aggregate of all CTP Revenues collected by the State and remitted to the Redevelopment <br />Commission as provided by the Act and the CTP Agreement shall be divided equally between <br />Innovation Park and Ignition Park and used for permitted purposes under the Act and the CTP <br />Agreement, such that one -half of all such CTP Revenues will be expended at Innovation Park <br />and one -half of all such CTP Revenues will be expended at Ignition Park. The City and the <br />University further agree that on an annual basis during the term of this Agreement they shall <br />provide one another with a list of the permitted purpose expenditure items for Innovation Park <br />and Ignition Park and that the Redevelopment Commission shall approve, subject to further <br />proceedings required by law, the expenditure of one -half of the CTP Revenues for that year for <br />such expenses at Innovation Park and one -half of the CTP Revenues for that year for such <br />expenses at Ignition Park. In the event that expenditures for permitted purposes under the Act at <br />either Innovation Park or Ignition Park do not constitute fifty percent (50 %) of the CTP <br />Revenues available in any given year, the unused CTP Revenues for such year may be used for <br />permitted purpose expenditure items in the other location within the Park, to the extent that such <br />other location has additional expenditures for permitted purposes under the Act for that year. <br />Nonetheless, (i) the aggregate CTP Revenues expended for permitted purposes under the Act <br />within Innovation Park may not exceed Two Million Five Hundred Thousand Dollars <br />($2,500,000) without the approval of all of the parties to this Agreement, and (ii) the aggregate <br />CTP Revenues expended for permitted purposes under the Act within Ignition Park may not <br />exceed Two Million Five Hundred Thousand Dollars ($2,500,000) without the approval of all of <br />the parties to this Agreement. <br />SECTION 3: Mutual Assistance. The Parties agree, subject to further proceedings <br />required by law, to take such actions, including the execution and delivery of such agreements, <br />certifications, documents, instruments and petitions (and, in the case of the City, the adoption of <br />such ordinances and resolutions), as may be necessary or appropriate, from time to time, to carry <br />out the terms, provisions and intent of this Agreement and to aid and assist each other in carrying <br />out the terms, provisions and intent of this Agreement. <br />SECTION 4: Future Actions and Good Faith. The parties acknowledge and <br />understand that the City and the University may be required by applicable law to take certain <br />2 <br />