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EXCLUSIVITY AGREEMENT This Exclusivity Agreement(the"Agreement")is made and entered into on this 24th day of April,2014(the"Effective Date"),by and between Ivy Tech Community College of Indiana ("Ivy Tech"),and the South Bend Redevelopment Commission(the"Commission"), and arises out of the following circumstances: WITNESSETH: WHEREAS,the South Bend Redevelopment Commission,governing body of the of South Bend Department of Redevelopment and the Redevelopment District of the City of South Bend, Indiana, exists and operates under provision of Indiana Code 36-7-14, as amended from time to time(the"Act"); and WHEREAS,the Commission and the South Bend Redevelopment Authority(the "Authority")have previously entered into a lease dated as of November 1, 1993, (the"1993 Lease"),which 1993 Lease has been amended from time to time, for the real estate and improvements located at 111 South Saint Joseph Street, South Bend Indiana,and commonly known as the College Football Hall of Fame facility(the"Facility"),the legal description of which is set forth in Exhibit A attached hereto and incorporated herein(the"Real Estate"); and WHEREAS,the Commission and the Authority entered into the 1993 Lease for the purpose of securing the lease rental revenue bonds issued by the Authority for the purpose of financing the construction of the Facility; and WHEREAS,the Commission has previously offered the Real Estate for disposition pursuant to Section 22 of the Act; and WHEREAS, Ivy Tech has expressed an interest in using the Real Estate for the purpose of locating a culinary school and related activities in the Facility(the"Ivy Tech Uses"); and WHEREAS, Ivy Tech and the Commission desire to enter into this Agreement whereby Ivy Tech shall have exclusive right to enter into a lease(with an option to purchase)for the Real Estate upon the terms and conditions set forth herein; NOW,THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration,the receipt and sufficiency of which is hereby mutually acknowledged,the Commission and Ivy Tech agree as follows: 1. Exclusivity Period. During the Initial Term (as defined herein), Ivy Tech and the Commission agree that the Commission will not accept any offers for the sale or lease of the Real Estate and that Ivy Tech shall have the exclusive right to(i)propose a project for use of the Real Estate by Ivy Tech for approval by the Commission and(ii)negotiate a lease of the Real